S-8

As filed with the Securities and Exchange Commission on March 26, 2021

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

RigNet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0677208
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
15115 Park Row Blvd., Suite 300, Houston, Texas	77084-4947
(Address of Principal Executive Offices)	(ZIP Code)

RigNet, Inc. 2019 Omnibus Incentive Plan

(Full title of the plan)

Brad Eastman

Senior Vice President and General Counsel

RigNet, Inc.

15115 Park Row Blvd., Suite 300

Houston, Texas 77084-4947

(281) 674-0100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

Large accelerated filer☐Accelerated filer☐

Non-accelerated filer☒Smaller reporting company☒

Emerging Growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	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 $0.001 per share	2,800,000 shares	$8.77	$24,556,000	$2.679.06

(1)This registration statement on Form S-8 covers (i) 2,800,000 shares of common stock, par value $0.001 per share (“Common Stock”) of RigNet, Inc. (the “Company” or the “Registrant”) issuable pursuant to the RigNet, Inc. 2019 Omnibus Incentive Plan (the “Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon the average ($8.77) of the high ($9.02) and low ($8.52) sales prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 25, 2021.

(3)The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act, which provide that the fee shall be $0.0001091 multiplied by the maximum aggregate price at which the securities are proposed to be offered.

REGISTRATION OF ADDITIONAL SECURITIES

RigNet, Inc. (the “Company”) previously registered 1,558,122 shares of common stock, par value $0.001 per share (“Common Stock”) of the Company for issuance pursuant to awards granted under the RigNet, Inc. 2019 Omnibus Incentive Plan (the “Plan”). The registration of these shares was filed on a Form S-8 Registration Statement with the Securities and Exchange Commission on October 25, 2019 (Registration No. 333-234336), in accordance with the Securities Act (the “Prior Registration Statement”).

On May 6, 2020, the Company’s stockholders voted to approve an amendment to the Plan to provide that, among other things, an additional 2,800,000 shares of Common Stock be available for issuance under the Plan.

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the content of the Prior Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2016, and incorporated herein by reference).
4.2	Amendment to Amended and Restated Certificate of Incorporation, effective May 18, 2016 (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2016, and incorporated herein by reference).
4.3	Second Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2018, and incorporated herein by reference).
*5.1	Opinion of Brad Eastman, Senior Vice President and General Counsel.
*23.1	Consent of Deloitte & Touche LLP.

*23.2	Consent of Brad Eastman (included in the opinion filed as Exhibit 5.1).
*24.1	Powers of Attorney (set forth on the signature page to this registration statement).
99.1	RigNet, Inc. 2019 Omnibus Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2019, and incorporated herein by reference).
99.2	Amendment to 2019 Omnibus Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q with the SEC on August 7, 2020, and incorporated herein by reference).
99.3	Form of 2019 Restricted Stock Unit Agreement (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2019, and incorporated herein by reference).
99.4	Form of 2019 Performance Share Unit Agreement (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2019, and incorporated herein by reference).
99.5	Form of 2019 Stock Option Agreement (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2019, and incorporated herein by reference).

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 26, 2021.

RigNet, Inc.
By:	/s/ Brad Eastman
	Brad Eastman
	Senior Vice President and
	General Counsel

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Brad Eastman, Steven E. Pickett and Lee M. Ahlstrom, 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 to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such 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 or she 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.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Capacity		Date
/s/ Steven E. Pickett Steven E. Pickett		Chief Executive Officer and President (Principal Executive Officer)		March 26, 2021
/s/ Lee M. Ahlstrom Lee M. Ahlstrom		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		March 26, 2021
/s/ Benjamin A. Carter Benjamin A. Carter		Director of Accounting and Reporting (Principal Accounting Officer)		March 26, 2021
/s/ James H. Browning James H. Browning		Chairman of the Board		March 26, 2021
/s/ Mattia Caprioli Mattia Caprioli		Director		March 26, 2021
/s/ Ditlef de Vibe Ditlef de Vibe		Director		March 26, 2021
/s/ Kevin Mulloy	Director		March 26, 2021
Kevin Mulloy
/s/ Kevin J. O’Hara Kevin J. O’Hara		Director		March 26, 2021
/s/ Keith Olsen Keith Olsen		Director		March 26, 2021
/s/ Gail Smith Gail Smith		Director		March 26, 2021
/s/ Brent K. Whittington Brent K. Whittington		Director		March 26, 2021

EX-5.1

Exhibit 5.1 Brad Eastman Senior Vice President and General Counsel

March 26, 2021

RigNet, Inc.

15115 Park Row Boulevard, Suite 300

Houston, Texas 77084

Ladies and Gentlemen:

I am the Senior Vice President and General Counsel of RigNet, Inc. (“RigNet”), and am issuing this opinion in connection with the registration statement on Form S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of 2,800,000 shares of RigNet common stock, par value $0.001 per share (the “Shares”), that may be issued from time to time pursuant to awards granted under the RigNet, Inc. 2019 Omnibus Incentive Plan (the “Plan”).

For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the legal capacity of all the natural persons, the geniuses of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto other than RigNet. I have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of other officers and other representatives of RigNet and others as to factual matters.

Based on the foregoing, I am of the opinion that the Shares being registered pursuant to the Registration Statement have been duly authorized for issuance by RigNet, and when issued in accordance with the terms of the Plan and the relevant award agreements, the Shares will be legally issued, fully paid and nonassessable.

The opinions set forth herein are limited to the General Corporation Law of the State of Delaware.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to me under “Item 5. Interests of Named Experts and Counsel” in the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is furnished to you in connection with the filing on the Registration Statement.

Very truly yours

RigNet, Inc.

/s/ Brad Eastman

Brad Eastman

15115 PARK ROW BLVD., SUITE 300, HOUSTON, TEXAS 77084

P: 281.674.0100 F: 281.674.0101 http://www.rig.net

EX-23.1

    Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2021 relating to the financial statements of RigNet, Inc., appearing in the Annual Report on Form 10-K of RigNet, Inc. for the year ended December 31, 2020.

/s/ Deloitte & Touche LLP

Houston, Texas

March 26, 2021