<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 2000
REGISTRATION NO. 333-33108
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BASIC ENERGY SERVICES, INC.*
(Exact name of registrant as specified in its charter)
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DELAWARE 1389 75-2441819
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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406 NORTH BIG SPRING
MIDLAND, TEXAS 79701
(915) 570-0829
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
KENNETH V. HUSEMAN
PRESIDENT
406 NORTH BIG SPRING
MIDLAND, TEXAS 79701
(915) 570-0829
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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ANDREWS & KURTH L.L.P. VINSON & ELKINS L.L.P.
600 TRAVIS, SUITE 4200 2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002 1001 FANNIN
(713) 220-4200 HOUSTON, TEXAS 77002
ATTN: ROBERT V. JEWELL (713) 758-2222
ATTN: JEFFERY B. FLOYD
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* Formerly known as Sierra Well Service, Inc.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE(4)
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Common Stock(3)........................................ $68,080,000 $17,974
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(1) Includes common stock issuable upon exercise of the underwriters'
over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Includes preferred share purchase rights associated with the common stock.
(4) $15,939 was previously paid to the commission in connection with the initial
filing fee of the Registration Statement on March 23, 2000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby. With the exception of the
Securities and Exchange Commission registration fee, the NASD filing fee and the
Nasdaq filing fee, the amounts set forth below are estimates:
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Securities and Exchange Commission registration fee......... $ 15,939
NASD filing fee............................................. 6,537
Nasdaq listing fee.......................................... 48,750
Printing and engraving expenses............................. 400,000
Legal fees and expenses..................................... 200,000
Accounting fees and expenses................................ 150,000
Transfer agent and registrar fees........................... 3,500
Miscellaneous............................................... 175,274
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TOTAL............................................. $1,000,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper. Basic Energy's certificate of incorporation and bylaws
provide that indemnification shall be to the fullest extent permitted by the
DGCL for all current or former directors or officers of Basic Energy. As
permitted by the DGCL, the certificate of incorporation provides that directors
of Basic Energy shall have no personal liability to Basic Energy or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to Basic Energy or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of II-1 law, (3) under Section 174
of the DGCL or (4) for any transaction from which a director derived an improper
personal benefit.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The following information relates to our securities issued or sold within
the past three years which were not registered under the Securities Act of 1933
(giving effect to a 400-for-1 stock split in 2000):
(i) In January 1997, we issued 4,000 shares of common stock to each
Joey D. Fields and Dub W. Harrison as a bonus for services rendered as
employees;
(ii) In February 1997, we issued 88,555 shares of common stock to
Southwest Royalties, Inc. for a total purchase price of $500,000;
(iii) In July and August 1997, we issued an aggregate of 87,665 shares
of common stock to Southwest Partners II, L.P. for a total purchase price
of $1,672,000;
(iv) In July, August, September and December 1997, we issued an
aggregate of 892,225 shares of common stock to Southwest Partners III,
L.P., for a total purchase price of $17,048,000;
(v) In September 1997, we issued warrants (the "Warrants") to Joint
Energy Development Investments Limited Partnership pursuant to a loan
agreement as partial consideration for the loan, which Warrants were
cancelled in March 1999; and
(vi) In March 1999, we issued 500 shares of Series A Preferred Stock,
1,000 shares of Series B Preferred Stock and 1 share of Series C Preferred
Stock to Joint Energy Development Investments II Limited Partnership in
exchange for the cancellation of the Warrants.
Simultaneously with the completion of this offering, we will issue notes
and warrants convertible or exercisable into an aggregate of 278,334 shares of
common stock (based on a estimated public offering price of $15.00 per share),
valued at the initial public offering price, in connection with the acquisition
of five well services businesses and the stock of one other corporation with
four inactive rigs.
We also may, at our discretion, issue and sell up to 500 shares of Series D
Cumulative Preferred Stock at a purchase price of $10,000 per share to Enron
North America Corp. or its affiliates on or about the time of the completion of
this offering.
Each of these transactions was effected without registration of the
relevant security under the Securities Act in reliance upon the exemption
provided by Section 4(2) of the Securities Act for transactions not involving a
public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Exhibits:
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1.1* -- Form of Underwriting Agreement
3.1+ -- Amended and Restated Certificate of Incorporation
3.2+ -- Restated Bylaws
3.3+ -- Certificate of Designations of Series A Cumulative
Preferred Stock
3.4+ -- Certificate of Designations of Series B Convertible
Preferred Stock
3.5+ -- Certificate of Designations of Series C Convertible
Preferred Stock
3.6* -- Form of Certificate of Designations for Series One Junior
Participating Preferred Stock (filed as Exhibit A to
Exhibit 4.2)
3.7* -- Form of Certificate of Designations for Series D
Cumulative Preferred Stock
4.1* -- Form of Stock Certificate representing one share of
common stock
4.2* -- Form of Stockholder Rights Agreement dated as of May ,
2000 between the Registrant and American Stock Transfer &
Trust Company
4.3* -- Form of Rights Certificate (filed as Exhibit B to Exhibit
4.2)
5.1* -- Opinion of Andrews & Kurth L.L.P.
10.1+ -- Form of Indemnification Agreement
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10.2+ -- 2000 Stock Option Plan
10.3+ -- Employment Agreement dated as of March 16, 1999 with Kenneth V. Huseman
10.4+ -- First Amendment to Employment Agreement dated as of March 21, 1999 with Kenneth V.
Huseman
10.5* -- Employment Agreement with Dub W. Harrison
10.6* -- Employment Agreement with Charles W. Swift
10.7* -- Employment Agreement with Ronald T. McClung
10.8+ -- Securities Purchase Agreement dated as of March 31, 1999 with JEDI II
10.9+ -- Registration Rights Agreement dated as of March 31, 1999 with JEDI II
10.10+ -- Stockholders' Agreement dated as of March 31, 1999 with JEDI II and other stockholders
named therein
10.11+ -- Stockholders' Agreement dated as of March 21, 2000 with JEDI II and other stockholders
named therein
10.12+ -- Subordinated Loan Agreement dated as of March 31, 1999 with JEDI II
10.13+ -- $25,000,000 Subordinated Note dated as of March 31, 1999 to JEDI II
10.14+ -- Senior Loan Agreement dated as of March 31, 1999 with JEDI II as Senior Agent and the
Senior Lender
10.15+ -- $24,408,000 Senior Note dated as of March 31, 1999 to JEDI II
10.16* -- Subscription Agreement dated as of June 1, 2000 between Basic Energy and Enron North
America Corp.
10.17+ -- Stock Purchase Agreement dated as of March 1, 2000, as amended, with Turn Around
Trucking and other sellers named therein
10.18+ -- Asset Purchase Agreement dated as of February 10, 2000 with Trinity
10.19+ -- Acquisition Agreement dated as of March 14, 2000, as amended, with Gold Star and other
sellers named therein
10.20+ -- Stock Purchase Agreement dated as of February 29, 2000, as amended, with Eunice and the
other sellers named therein
10.21+ -- Stock Purchase Agreement dated as of December 29, 1999, as amended, with Harrison and
the other sellers named therein
10.22+ -- Stock Purchase Agreement dated as of February 8, 2000, as amended, with Sundown and the
other sellers named therein
10.23+ -- First Amendment to Loan Agreement dated as of March 31, 2000
10.24** -- Amended and Restated Subordinated Loan Agreement dated as of June , 2000, with JEDI
II
10.25* -- Form of Financing Agreement with CIT dated as of June , 2000
21.1+ -- Subsidiaries of Basic Energy
23.1+ -- Consent of KPMG LLP
23.4* -- Consent of Andrews & Kurth L.L.P. (Contained in Exhibit 5.1)
24.1+ -- Power of Attorney (included on signature page)
27.1+ -- Financial Data Schedule
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+ Previously filed
* Filed herewith
** To be filed by amendment
b. Financial Statement Schedules
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<PAGE> 5
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 14, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and
will be governed by the final adjudication of such issue.
(b) To provide to the underwriter(s) at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter(s) to permit prompt delivery
to each purchaser.
(c) For purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston, in
the State of Texas, on June 16, 2000.
BASIC ENERGY SERVICES, INC.
By: /s/ RONALD T. MCCLUNG
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Name: Ronald T. McClung
Title: Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED BELOW.
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SIGNATURE DATE
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* Chairman and Director June 16, 2000
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H.H. Wommack, III
/s/ KENNETH V. HUSEMAN President, Chief Executive June 16, 2000
----------------------------------------------------- Officer and Vice Chairman
Kenneth V. Huseman
/s/ RONALD T. MCCLUNG Chief Financial Officer June 16, 2000
----------------------------------------------------- (Principal Accounting Officer)
Ronald T. McClung
* Director June 16, 2000
-----------------------------------------------------
William M. Kerr, Jr.
Director June 16, 2000
-----------------------------------------------------
Paul L. Morris
* Director June 16, 2000
-----------------------------------------------------
William J. Myers
* Director June 16, 2000
-----------------------------------------------------
Steve Person
* Director June 16, 2000
-----------------------------------------------------
Clifford Strozier
*By: /s/ RONALD T. MCCLUNG
------------------------------------------------
Ronald T. McClung
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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1.1* -- Form of Underwriting Agreement
3.1+ -- Amended and Restated Certificate of Incorporation
3.2+ -- Restated Bylaws
3.3+ -- Certificate of Designations of Series A Cumulative
Preferred Stock
3.4+ -- Certificate of Designations of Series B Convertible
Preferred Stock
3.5+ -- Certificate of Designations of Series C Convertible
Preferred Stock
3.6* -- Form of Certificate of Designations for Series One Junior
Participating Preferred Stock (filed as Exhibit A to
Exhibit 4.2)
3.7* -- Form of Certificate of Designations for Series D
Cumulative Preferred Stock
4.1* -- Form of Stock Certificate representing one share of
common stock
4.2* -- Form of Stockholder Rights Agreement dated as of May ,
2000 between the Registrant and American Stock Transfer &
Trust Company
4.3* -- Form of Rights Certificate (filed as Exhibit B to Exhibit
4.2)
5.1* -- Opinion of Andrews & Kurth L.L.P.
10.1+ -- Form of Indemnification Agreement
10.2+ -- 2000 Stock Option Plan
10.3+ -- Employment Agreement dated as of March 16, 1999 with
Kenneth V. Huseman
10.4+ -- First Amendment to Employment Agreement dated as of March
21, 1999 with Kenneth V. Huseman
10.5* -- Employment Agreement with Dub W. Harrison
10.6* -- Employment Agreement with Charles W. Swift
10.7* -- Employment Agreement with Ronald T. McClung
10.8+ -- Securities Purchase Agreement dated as of March 31, 1999
with JEDI II
10.9+ -- Registration Rights Agreement dated as of March 31, 1999
with JEDI II
10.10+ -- Stockholders' Agreement dated as of March 31, 1999 with
JEDI II and other stockholders named therein
10.11+ -- Stockholders' Agreement dated as of March 21, 2000 with
JEDI II and other stockholders named therein
10.12+ -- Subordinated Loan Agreement dated as of March 31, 1999
with JEDI II
10.13+ -- $25,000,000 Subordinated Note dated as of March 31, 1999
to JEDI II
10.14+ -- Senior Loan Agreement dated as of March 31, 1999 with
JEDI II as Senior Agent and the Senior Lender
10.15+ -- $24,408,000 Senior Note dated as of March 31, 1999 to
JEDI II
10.16* -- Subscription Agreement dated as of June 1, 2000 between
Basic Energy and Enron North America Corp.
10.17+ -- Stock Purchase Agreement dated as of March 1, 2000, as
amended, with Turn Around Trucking and other sellers
named therein
10.18+ -- Asset Purchase Agreement dated as of February 10, 2000
with Trinity
10.19+ -- Acquisition Agreement dated as of March 14, 2000, as
amended, with Gold Star and other sellers named therein
10.20+ -- Stock Purchase Agreement dated as of February 29, 2000,
as amended, with Eunice and the other sellers named
therein
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EXHIBIT NUMBER DESCRIPTION
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10.21+ -- Stock Purchase Agreement dated as of December 29, 1999,
as amended, with Harrison and the other sellers named
therein
10.22+ -- Stock Purchase Agreement dated as of February 8, 2000, as
amended, with Sundown and the other sellers named therein
10.23+ -- First Amendment to Loan Agreement dated as of March 31,
2000
10.24** -- Amended and Restated Subordinated Loan Agreement dated as
of June , 2000, with JEDI II
10.25* -- Form of Financing Agreement with CIT dated as of June ,
2000
21.1+ -- Subsidiaries of Basic Energy
23.1+ -- Consent of KPMG LLP
23.4* -- Consent of Andrews & Kurth L.L.P. (Contained in Exhibit
5.1)
24.1+ -- Power of Attorney (included on signature page)
27.1+ -- Financial Data Schedule
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+ Previously filed
* Filed herewith
** To be filed by amendment
