S-8

As filed with the Securities and Exchange Commission on May 18, 2022

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________

ADAMS RESOURCES & ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	74-1753147
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17 South Briar Hollow Lane, Suite 100

Houston, Texas 77027

(713) 881-3600

(Address, including zip code, of Registrant's principal executive offices)

_____________________________

ADAMS RESOURCES & ENERGY, INC.

AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan) 

_____________________________

Tracy E. Ohmart

Chief Financial Officer

17 South Briar Hollow Lane, Suite 100

Houston, Texas 77027

(713) 881-3600

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

_____________________________

Copies to:

Eugene W. McDermott Jr.

Locke Lord LLP

One Financial Plaza, Suite 2800

Westminster Street

Providence, RI 02903

(401) 274-9200

 _____________________________

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 o	Accelerated filer o
Non-accelerated filer þ	Smaller reporting company þ
	Emerging growth company   o

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. o

EXPLANATORY NOTE

Adams Resources & Energy, Inc. (the “Company”) is filing this registration statement on Form S-8 (this “Registration Statement”) for the purpose of registering an additional 150,000 shares of its common stock, par value $0.10 per share, reserved for issuance under the Adams Resources & Energy, Inc. Amended and Restated 2018 Long-Term Incentive Plan (the “2018 Plan”). These additional shares are authorized for issuance under the 2018 Plan as a result of amendments to the 2018 Plan that were recommended for approval by the Company’s Board of Directors and approved by the Company’s shareholders on May 10, 2022.

In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 filed by the Company with the Commission on May 14, 2018 (File No. 333-224916) is incorporated by reference to this Registration Statement except to the extent amended or updated hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which previously have been filed by the Company with the Commission, are incorporated herein by reference and made a part hereof:

•The Company’s Annual Report on Form 10-K, for the year ended December 31, 2021, filed on March 9, 2022;

•The Company’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022, filed on May 16, 2022;

•The Company’s Current Reports on Form 8-K, filed on March 24, 2022 and May 10, 2022; and

•The Company’s description of its common stock contained in Exhibit 4.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information deemed furnished and not filed pursuant to Item 2.02 or Item 7.01 of any current report on Form 8-K) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in an amendment hereto, or in a document 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 subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement.

2

Item 8. Exhibits.

    The following are filed as exhibits to this registration statement.

Exhibit
No.	Description of Exhibit
3.1	Certificate of Incorporation of Adams Resources & Energy, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K for the year ended December 31, 2019).
3.2	Bylaws of Adams Resources & Energy, Inc., as amended (incorporated by reference to Exhibit 3(b) of the Annual Report on Form 10-K for the year ended December 31, 2012).
4.1	Adams Resources & Energy, Inc. Amended and Restated 2018 Long-Term Incentive Plan, effective as of May 10, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 10, 2022).
5.1*	Opinion of Locke Lord LLP regarding the legality of the securities registered hereby.
23.1*	Consent of KPMG LLP.
23.2	Consent of Locke Lord LLP (contained in Exhibit 5.1).
24.1*	Power of Attorney (set forth on the signature page of this Registration Statement).
107*	Filing Fee Table
*	Filed herewith.

3

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 Houston, Texas on May 18, 2022.

ADAMS RESOURCES & ENERGY, INC.

/s/ Tracy E. Ohmart

Tracy E. Ohmart

Chief Financial Officer

(Principal Financial Officer and Principal

Accounting Officer)

4

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints each of Kevin J. Roycraft and Tracy E. Ohmart, and each of them, severally, acting alone and without the other, as 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 the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, to sign any and all pre- or post-effective amendments to the Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, 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, 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 his or their substitute or substitutes 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 persons on the following page in the capacities indicated below on May 18, 2022.

Signature	Title
/s/ Kevin J. Roycraft	Chief Executive Officer
Kevin J. Roycraft	(Principal Executive Officer)
/s/ Tracy E. Ohmart	Chief Financial Officer
Tracy E. Ohmart	(Principal Financial Officer and Principal Accounting Officer)
/s/ Townes G. Pressler	Director and Chairman of the Board
Townes G. Pressler
/s/ Murray E. Brasseux	Director
Murray E. Brasseux
/s/ Dennis E. Dominic	Director
Dennis E. Dominic
/s/ Michelle A. Earley	Director
Michelle A. Earley
/s/ Richard C. Jenner	Director
Richard C. Jenner
/s/ John O. Niemann Jr.	Director
John O. Niemann Jr.
/s/ W.R. Scofield	Director
W.R. Scofield

5

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee

FORM S-8

(Form Type)

Adams Resources & Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security	Security	Fee	Amount	Proposed	Maximum		Fee		Amount of
Type	Class Title	Calculation	Registered (1)	Maximum	Aggregate		Rate		Registration
		Rule		Offering	Offering				Fee
				Price Per	Price
				Unit
				Per Share
Equity	Common	Rule 457(c)	150,000	$35.55 (2)	$5,332,500.00		$	0.0000927	$	494.32
	Stock,	and Rule
	$0.10 par	457(h)
	value per
	share
Total Offering Amounts					$	5,332,500.00			$	494.32
Total Fee Offsets									— (3)
Net Fee Due									$	494.32

________________

(1)This Registration Statement on Form S-8 relates to shares of common stock, $0.10 par value per share (“Common Stock”) of Adams Resources & Energy, Inc. (the “Registrant”) reserved for issuance under the Registrant’s Amended and Restated 2018 Long-Term Incentive Plan (the “2018 Plan”). Pursuant to Rule 401(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of Common Stock that become issuable under the 2018 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $35.55 per share, which is the average of the high and low prices of Common Stock, as reported on the NYSE American on May 16, 2022.

(3)The Registrant does not have any fee offsets.

EX-5.1

Exhibit 5.1

One Financial Plaza
Suite 2800
Westminster Street
Providence, RI 02903
Telephone: 401-274-9200
Fax: 401-276-6611
www.lockelord.com

May 18, 2022

Adams Resources & Energy, Inc.

17 South Briar Hollow Lane, Suite 100

Houston, Texas 77027

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are furnishing this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of Adams Resources & Energy, Inc., a Delaware corporation (the “Company”), to be filed on or about the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. The Registration Statement relates to an additional 150,000 shares (the “Shares”) of common stock, $0.10 par value, of the Company that may be offered from time to time pursuant to the Amended and Restated Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan, as amended to date (the “Amended Plan”).

We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. We have made such examination as we consider necessary to render this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Amended Plan and the related agreements thereunder, as applicable, will be validly issued, fully paid and non-assessable.

We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder.

Adams Resources & Energy, Inc.

May 18, 2022

Page 2

Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time.

Very truly yours,

/s/ Locke Lord LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated March 9, 2022, with respect to the consolidated financial statements of Adams Resources & Energy, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Houston, Texas

May 18, 2022