Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SUPERIOR
DRILLING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
| Utah |
|
46-4341605 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
No.) |
1583
South 1700 East
Vernal,
Utah 84078
(Address
of Principal Executive Offices) (Zip Code)
2015
Long Term Incentive Plan
(Full
title of the plan)
Name,
Address and Telephone
Number
of Agent for Service: |
|
Copy
of Communications to: |
G.
Troy Meier
Chief
Executive Officer
Superior
Drilling Products, Inc.
1583
South 1700 East
Vernal,
Utah 84078
(435)
789-0594 |
|
Robert
G. Reedy
Kevin
J. Poli
Porter
Hedges LLP
1000
Main Street, 36th Floor
Houston,
Texas 77002-6336
(713)
226-6674 |
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 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 |
[X] |
| |
|
|
|
|
| |
|
|
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 | |
| Common Stock, par value $0.001 per share | |
| 2,543,448 | | |
$ | 0.62 | | |
$ | 1,576,938 | | |
$ | 205 | |
| (1) |
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also registers hereunder an indeterminate
number of shares of common stock issuable as a result of the anti-dilution provisions of the 2015 Long Term Incentive Plan. |
| (2) |
Pursuant
to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the common
stock on the NYSE American on August 11, 2020, $0.62. |
Statement
Under General Instruction E — Registration of Additional Securities
This
registration statement registers an additional 2,543,448 shares of our common stock related to the Superior Drilling Products,
Inc. 2015 Long Term Incentive Plan, which are the same class as other securities for which registration statements on Form S-8,
File Nos. 333-204983 and 333-220485 (the “Prior Registration Statements”), have been previously filed.
Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
Item
8. Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
4.1 |
|
2015 Long Term Incentive Plan effective June 15, 2015 (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 30, 2015).
|
| |
|
|
| 4.2 |
|
First Amendment to 2015 Long Term Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on July 6, 2017). |
| |
|
|
| 4.3 |
|
Second Amendment to 2015 Long Term Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 26, 2020). |
| |
|
|
4.4 |
|
Form
of Nonstatutory Stock Option Agreement (3 Year Vesting) under the 2015 Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed on August 14, 2015). |
| |
|
|
4.5 |
|
Form
of Nonstatutory Stock Option Agreement (2 Year Vesting) under the 2015 Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on
Form 10-Q filed on August 14, 2015). |
| |
|
|
| 4.6 |
|
Form
of Award of Restricted Stock (3 Year Vesting) under the 2015 Incentive Plan (incorporated
by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed
on August 14, 2015).
|
| |
|
|
| 4.7 |
|
Form
of Award of Restricted Stock (2 Year Vesting) under the 2015 Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed
on August 14, 2015).
|
| |
|
|
| 4.8 |
|
Form of Stock Option Agreement under 2015 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2018).
|
| |
|
|
| 4.9 |
|
Form of Restricted Stock Unit Agreement under 2015 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2018).
|
| |
|
|
| *5.1 |
|
Opinion of Snell & Wilmer L.L.P. with respect to the legality of the securities. |
| |
|
|
| *23.1 |
|
Consent of Moss Adams LLP, Independent Registered Public Accounting Firm. |
| |
|
|
| *23.2 |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). |
| |
|
|
| *24.1 |
|
Power of Attorney (included on signature page of this registration statement). |
Item
9. Undertakings.
(a)
The Company 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;
(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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 the Registration Statement.
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, 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.
(b)
The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of
the Commission 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 Company of expenses incurred
or paid by a director, officer or controlling person of the Company 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 Company 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.
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 Vernal, State of Utah, on this 14th day of August, 2020.
| |
SUPERIOR
DRILLING PRODUCTS, INC. |
| |
|
|
| |
By: |
/s/
G. Troy Meier |
| |
|
G.
Troy Meier |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints G. Troy Meier, Annette Meier
and Christopher Cashion his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements
to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto 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 and about
the premises, 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, and each of them, or the substitute or substitutes of either of them, 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 and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
G. Troy Meier |
|
Chief
Executive Officer and Chairman |
|
August
14, 2020 |
| G.
Troy Meier |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Christopher Cashion |
|
Chief
Financial Officer |
|
August
14, 2020 |
| Christopher
Cashion |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Annette Meier |
|
President,
Chief Operating Officer and Director |
|
August
14, 2020 |
| Annette
Meier |
|
|
|
|
| |
|
|
|
|
| /s/
James R. Lines |
|
Director |
|
August
14, 2020 |
| James
R. Lines |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Ronca |
|
Director |
|
August
14, 2020 |
| Michael
Ronca |
|
|
|
|
| |
|
|
|
|
| /s/
Robert Iversen |
|
Director |
|
August
14, 2020 |
| Robert
Iversen |
|
|
|
|
