As filed with the U.S. Securities and Exchange Commission on March 14, 2018
Registration No. 333-190678
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-190678
UNDER
THE SECURITIES ACT OF 1933
NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1389 | 26-0287117 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
14624 N. Scottsdale Rd., Suite 300
Scottsdale, Arizona 85254
(602) 903-7802
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
NUVERRA 401(K) PLAN
NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
Joseph M. Crabb
Executive Vice President & Chief Legal Officer
Nuverra Environmental Solutions, Inc.
14624 N. Scottsdale Rd., Suite 300
Scottsdale, Arizona 85254
(602) 903-7802
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Matthew M. Holman
Squire Patton Boggs (US) LLP
1 E. Washington Street, Suite 2700
Phoenix, Arizona 85004
(602) 528-4000
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 | ☐ (Do not check if smaller reporting company) | 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. ☐
DEREGISTRATION OF SECURITIES
On May 1, 2017, Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company) and certain of its material subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) to pursue prepackaged plans of reorganization (together and as amended, the Plan). On July 25, 2017, the Bankruptcy Court entered an order confirming the Plan. The Plan became effective on August 7, 2017 (the Effective Date), when all remaining conditions to the effectiveness of the Plan were satisfied or waived.
On the Effective Date, pursuant to the Plan, (i) all shares of the Companys pre-Effective Date common stock and all other previously issued and outstanding equity interests in the Company, and any rights of any holder in respect thereof, were cancelled and discharged and (ii) all agreements, instruments, and other documents evidencing, relating to or connected with the pre-Effective Date common stock and all other previously issued and outstanding equity interests of the Company, and any rights of any holder in respect thereof, were cancelled and discharged and of no further force or effect. Pursuant to the Plan, on the Effective Date, the Company created a new class of common stock, par value $0.01, and issued 11,695,580 shares of the new class of common stock and 118,137 warrants to purchase shares of the new class of common stock.
The Company is filing this Post-Effective Amendment to the following Registration Statement (the Registration Statement) to deregister any and all securities that remain unsold under such Registration Statement as a result of the cancellation of the Companys pre-Effective Date common stock:
(1) | Registration No. 333-190678 on Form S-8, pertaining to the registration of 11,000,000 shares of the Companys pre-Effective Date common stock, constituting 8,000,000 shares of the Companys pre-Effective Date common stock issuable under the Nuverra 401(k) Plan and 3,000,000 shares of the Companys pre-Effective Date common stock issuable under the Nuverra 2013 Employee Stock Purchase Plan, which was originally filed with the Securities and Exchange Commission on August 16, 2013. |
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of each offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statement as a result of the cancellation of the Companys pre-Effective Date common stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on March 14, 2018.
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. | ||
By: | /s/ Joseph M. Crabb | |
Joseph M. Crabb | ||
Executive Vice President & Chief Legal Officer |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.