S-8 1 tm216263d2_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on February 16, 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

 

 

 

KLX ENERGY SERVICES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware  36-4904146
(State or other jurisdiction of
incorporation or organization)		  (I.R.S. Employer
Identification No.)

1415 Louisiana Street, Suite 2900

Houston, Texas

  77002
(Address of principal executive offices)  (Zip Code)

 

KLX ENERGY SERVICES HOLDINGS, INC. LONG-TERM INCENTIVE PLAN

(AMENDED AND RESTATED AS OF DECEMBER 2, 2020)

(Full titles of the plan)

 

Christopher J. Baker

1415 Louisiana Street, Suite 2900

Houston, Texas 77002

(832) 518-4094

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

 

Copies to:

Valerie Ford Jacob, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, New York 10022
(212) 277-4000

 

 

 

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 x
Non-accelerated filer ¨ Smaller reporting company x
    Emerging growth company x

 

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 $0.01 per share, to be issued pursuant to the KLX Energy Services Holdings, Inc. Long-Term Incentive Plan (Amended and Restated as of December 2, 2020)   632,051   $11.88   $7,508,765.88   $819.21 
Total   632,051    N/A   $7,508,765.88   $819.21 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (the “Common Stock”) of KLX Energy Services Holdings, Inc. (the “Registrant”) which become issuable under the KLX Energy Services Holdings, Inc. Long-Term Incentive Plan (Amended and Restated as of December 2, 2020) (the “Plan”) being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of determining the registration fee. Estimated based on the average of the high and low prices of the Common Stock, reported on the Nasdaq Global Select Market on February 9, 2021.
(3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price calculated as described in note 2 above.

 

 

 

 

 

 

EXPLANATORY NOTE

 

The purpose of this Registration Statement on Form S-8 is to register 632,051 additional shares of Common Stock, to be reserved for issuance under the Plan, which are in addition to the 645,000 shares of Common Stock under the KLX Energy Services Holdings, Inc. Long-Term Incentive Plan (prior to amendment and restatement on December 2, 2020) registered on the Registration Statement on Form S-8 filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on September 13, 2018, Commission File No. 333-227321 (the “Prior Registration Statement”).

 

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 contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

 

The number of shares of Common Stock authorized for issuance under the Plan was approved by the board of directors of the Registrant on December 2, 2020.

 

RETROACTIVE PRESENTATION FOR 1-FOR-5 REVERSE STOCK SPLIT

 

The following is presented to reflect the retrospective application of the July 2020 1-for-5 reverse stock split with respect to the financial information contained in the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2020. The following selected financial information revises historical information to illustrate the effects of the July 2020 stock split for the periods presented. This data should be read in conjunction with the Registrant's audited consolidated financial statements and the accompanying notes for the year ended January 31, 2020 as included in the Registrant’s Annual Report on Form 10-K, which is incorporated by reference in the registration statement.

 

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Dollar amounts are shown in millions

   Year Ended 
   January 31,
2020		   January 31,
2019		   January 31,
2018		   January 31,
2017		   January 31,
2016		 
Statements of Earnings Data:                         
Service revenues  $544.0   $495.3   $320.5   $152.2   $251.2 
Cost of sales(1)   470.0    370.4    269.1    181.3    282.8 
Selling, general and administrative(1)   100.0    100.4    73.4    60.1    78.5 
Research and development costs   2.7    2.4    2.0    0.3    — 
Goodwill impairment charge(2)(3)   47.0    —    —    —    310.4 
Long-lived asset impairment charge(3)   —    —    —    —    329.8 
Operating (loss) earnings   (75.7)   22.1    (24.0)   (89.5)   (750.3)
Interest expense, net   29.2    7.1    —    —    — 
(Loss) earnings before income taxes   (104.9)   15.0    (24.0)   (89.5)   (750.3)
Income tax (benefit) expense   (8.5)   0.6    0.1    0.1    0.1 
Net (loss) earnings  $(96.4)  $14.4   $(24.1)  $(89.6)  $(750.4)
Basic net (loss) earnings per share(4):                         
Net (loss) earnings  $(21.61)  $3.58   $(6.00)  $(22.29)  $(186.67)
Weighted average common shares   4.5    4.0    4.0    4.0    4.0 
Diluted net (loss) earnings per share(4):                         
Net (loss) earnings  $(21.61)  $3.56   $(6.00)  $(22.29)  $(186.67)
Weighted average common shares   4.5    4.0    4.0    4.0    4.0 
Balance Sheet Data (end of period):                         
Working capital  $163.7   $223.1   $38.1   $14.8   $9.0 
Goodwill, intangible and other assets, net   88.1    92.6    8.2    3.6    6.1 
Total assets   623.4    672.8    273.8    205.0    234.8 
Stockholders’ equity   312.2    340.7    224.6    178.0    192.1 
Other Data:                         
Depreciation and amortization   64.1    41.5    33.5    36.2    46.6 

 

(1)For the year ended January 31, 2020, cost of sales and selling, general and administrative (“SG&A”) expense include $7.2 and $17.3, respectively, of costs primarily associated with cost rationalization and other costs, asset impairment costs and new product service line introduction costs as the Registrant rolled out large diameter coil tubing and flowback and testing services to additional geographic regions (collectively, “Costs as Defined”). For the year ended January 31, 2019, cost of sales and SG&A expense include $0.4 and $30.2, respectively, of costs primarily associated with the completion of the merger of the Aerospace Solutions business of KLX Inc. (“KLX”) with The Boeing Company, the spin-off of the company from the Registrant’s former parent, KLX, including $10.7 of non-cash compensation expense related to the acceleration of unvested shares held by the Registrant’s employees, the amendment of the ABL Facility due to the issuance of $250.0 of Notes and the acquisition of Motley (collectively, “Fiscal 2018 Costs as Defined”). For the year ended January 31, 2018, cost of sales and SG&A expense include $0.3 and $3.3, respectively, of costs primarily associated with KLX’s strategic alternatives review and also a restructuring of the Eagle Ford region. For the year ended January 31, 2016, cost of sales and SG&A expense include $23.1 and $15.4, respectively, primarily associated with business separation and start-up costs such as costs related to the spin-off of KLX from its former parent, expansion initiatives, branding and IT implementation costs.

 

(2)During the fiscal year ended January 31, 2020, the Registrant recorded a $47.0 goodwill impairment charge. The abrupt deterioration in industry conditions, which began in the third quarter and accelerated through the end of the Registrant’s fourth quarter of Fiscal 2019, was driven by a sharp decline in U.S. land rig count and an unprecedented decline in operating frac spreads from the second quarter through the end of 2019. The decline in E&P activity resulted in lower demand levels and lower current and expected revenues for the Registrant’s business, which led the Registrant to perform an interim goodwill impairment test in the third quarter. As a result, the Registrant reported a non-cash asset impairment charge of $47.0 in Fiscal 2019.

 

(3)During the fiscal year ended January 31, 2016, the Registrant recorded a $640.2 goodwill and long-lived asset impairment charge. The rapid downturn in the oil and gas industry, including the nearly 75% decrease in the number of onshore drilling rigs and the resulting significant cutback in capital expenditures by the Registrant’s customers, resulted in a significant adverse change in the business climate, which indicated that the Registrant’s goodwill was impaired and its long-lived assets might not be recoverable. As a result, during the third quarter ended October 31, 2015, the Registrant performed an interim goodwill impairment test and a long-lived asset recoverability test and determined that its goodwill was fully impaired and recorded a pre-tax impairment charge of $310.4. Further, the Registrant utilized a combination of cost and market approaches to determine the fair value of its long-lived assets, resulting in an impairment charge of $177.8 related to identified intangibles and $152.0 related to property and equipment.

 

(4)On July 28, 2020, the Registrant effectuated a 1-for-5 Reverse Stock Split of the issued and outstanding common stock. On September 14, 2018, KLX distributed to its stockholders of record as of the close of business on September 3, 2018, 0.4 shares of the Registrant’s common stock for every 1.0 share of KLX common stock held as of the record date. January 31, 2018, 2017 and 2016 basic and diluted net loss per common share and the average number of common shares outstanding were calculated using the number of shares of Common Stock outstanding immediately following the distribution. See Note 10 to the Registrant’s audited consolidated financial statements incorporated by reference in this registration statement.

 

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 will be sent or given to the participants in the Plan covered by this Registration Statement, as specified by the Commission, pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the Commission are incorporated as of their respective dates in this Registration Statement by reference:

 

·The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the Commission on March 24, 2020;

 

·The Registrant’s Annual Report on Form 10-K/A for the year ended January 31, 2020, filed with the Commission on May 29, 2020;

 

·The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2020, July 30, 2020 and October 30, 2020, filed with the Commission on June 5, 2020, September 8, 2020 and December 9, 2020, respectively;

 

·The Registrant’s Current Reports on Form 8-K filed on April 8, 2020, April 15, 2020, April 22, 2020, May 4, 2020, July 24, 2020, July 27, 2020, July 28, 2020, July 29, 2020, August 3, 2020, December 8, 2020 and February 16, 2021; and

 

·The description of the Registrant’s Common Stock contained in the Registrant’s Information Statement, filed as Exhibit 99.1 to the Registration Statement on Form 10 (File No. 001-38609), filed with the Commission on August 24, 2018, including any amendment or report filed with the Commission for the purpose of updating such description.

 

All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission, and other documents or information deemed furnished but not filed under the rules of the Commission), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits

 

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

 

EXHIBITS

 

Exhibit
No.		   Description
3.1   Amended and Restated Certificate of Incorporation of KLX Energy Services Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38609) filed with the SEC on September 8, 2020).
     
3.2   Third Amended and Restated Bylaws of KLX Energy Services Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38609) filed with the SEC on December 8, 2020).
     
4.1   Description of Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38609) filed with the Commission on March 24, 2020).  
     
4.2*   KLX Energy Services Holdings, Inc. Long-Term Incentive Plan (Amended and Restated as of December 2, 2020).

 

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Exhibit
No.		   Description
4.3*   Form of KLX Energy Services Holdings, Inc. Long-Term Incentive Plan Restricted Stock Award Agreement.
     
4.4   Form of KLX Energy Services Holdings, Inc. Long-Term Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-227321) filed with the SEC on September 13, 2018).
     
5.1*   Opinion of Freshfields Bruckhaus Deringer US LLP, counsel to the Registrant, regarding the legality of the securities being offered hereby (including consent).
     
23.1*   Consent of Deloitte & Touche LLP.
     
23.2*   Consent of PricewaterhouseCoopers LLP.
     
23.3*   Consent of Freshfields Bruckhaus Deringer US LLP (included in Exhibit 5.1).
     
24.1*   Power of Attorney (included as part of the signature pages to this Registration Statement).

 

 

* Filed herewith

 

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SIGNATURES

 

The Registrant. 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 Houston, State of Texas on the 16th day of February, 2021.

 

  KLX ENERGY SERVICES HOLDINGS, INC.
   
  By: /s/ Christopher J. Baker
    Name: Christopher J. Baker
    Title: President and Chief Executive Officer

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Christopher J. Baker and Max L. Bouthillette as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and does hereby grant unto each said attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 16th day of February, 2021:

 

Name   Title
By: /s/ Christopher J. Baker   President and Chief Executive Officer
  Christopher J. Baker   (Principal Executive Officer)
     
By: /s/ Keefer M. Lehner   Executive Vice President and Chief Financial Officer
  Keefer M. Lehner   (Principal Financial Officer)
       
By: /s/ Geoffrey Stanford   Chief Accounting Officer
  Geoffrey Stanford   (Principal Accounting Officer)
       
By: /s/ John T. Collins   Director
  John T. Collins    
       
By: /s/ Corbin J. Robertson, Jr.   Director
 

Corbin J. Robertson, Jr.

 

    
By: /s/ Dag Skindlo   Director
 

Dag Skindlo

 

    
By: /s/ Dalton Boutté, Jr.   Director
 

Dalton Boutté, Jr.

 

    
By: /s/ Gunnar Eliassen   Director
 

Gunnar Eliassen

 

    
By: /s/ John T. Whates, Esq.   Director
 

John T. Whates, Esq.

 

    
By: /s/ Richard G. Hamermesh   Director
 

Richard G. Hamermesh

 

    
By: /s/ Stephen M. Ward, Jr.   Director
 

Stephen M. Ward, Jr.

 

    
By: /s/ Thomas P. McCaffrey   Director
  Thomas P. McCaffrey    

 

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