FORM
8-A
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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NATURAL
GAS SERVICES GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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Colorado
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75-2811855
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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508
West Wall Street, Suite 550
Midland, Texas
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79701
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to be so registered
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Name
of each exchange on which each
class
is to be registered
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Common
stock, $0.01 par value
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New
York Stock Exchange
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. [X]
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. [ ]
Securities
Act registration statement file number to which this form
relates: Not Applicable
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Securities
to be registered pursuant to Section 12(g) of the Act:
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None
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(Title
of Class)
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None
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(Title
of Class)
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Item
1. Description of Registrant’s
Securities to be Registered.
General
This
registration statement on Form 8-A relates to the registration of common stock,
$0.01 par value (the "Common Stock"), of Natural Gas Services Group, Inc., a
Colorado corporation (the "Company") pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the
listing of the Common Stock on the New York Stock Exchange (the "NYSE"). The
Common Stock is presently quoted on the American Stock Exchange ("AMEX"). Upon
the commencement of trading of Common Stock on the NYSE, the Company intends to
withdraw its inclusion of Common Stock on AMEX.
The
following summary does not purport to be complete and is subject to and
qualified in its entirety by the provisions of the Company's Articles of
Incorporation, as amended (the "Amended Articles"), and Bylaws (the "Bylaws"),
copies of which are incorporated herein by this reference.
Common
Stock
The
Company currently is authorized to issue 30,000,000 shares of Common Stock and
5,000,000 shares of preferred stock, and as of September 9, 2008, (i) 12,093,833
shares of Common Stock are currently issued and outstanding, (ii) 451,169 shares
are reserved for issuance under the Company's 1998 Stock Option Plan; and (iii)
45,000 shares are reserved for issuance upon exercise of a Non-Statutory Stock
Option Agreement dated August 24, 2005 issued to an executive officer of the
Company.
Each
share of Common Stock entitles the holder thereof to one vote on each matter for
which shareholders are entitled to vote. A majority of the
outstanding shares of the Common Stock of the Company entitled to vote at
meetings of shareholders, present in person or by proxy, constitute a quorum at
any meeting of shareholders. Matters are generally decided by the affirmative
vote of a majority of the shares of the Common Stock of the Company present in
person or by proxy and entitled to vote. The Board of Directors is
elected by plurality and cumulative voting is not allowed. Thus, at
each election of directors, that number of candidates equaling the number of
directors to be elected, having the highest number of votes cast in favor of
their election, shall be elected to the Board of Directors.
Holders
of Common Stock are entitled to dividends out of funds legally available for
such dividends when, if and as declared by the Board of Directors. The holders
of Common Stock are entitled to receive pro rata according to their
stockholdings all of the Company's assets available for distribution to
shareholders in the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or other winding up of the Company, subject
to any senior rights of preferred stockholders, if any. Shares of
Common Stock are not liable to assessment or further call. The Common
Stock has no preemptive, conversion or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable.
Restrictions
on Acquisition of the Company and Modification of Shareholders'
Rights
Certain
Provisions in the Amended Articles and Bylaws
The
following discussion is a general summary of certain provisions of the Amended
Articles and Bylaws of the Company which may be deemed to have certain
anti-takeover effects and/or which may act to modify the rights of
shareholders.
Preferred Stock
Authorization. The Company's Amended Articles authorize the
issuance of up to 5,000,000 shares of preferred stock. The shares of
preferred stock may be issued in one or more series from time to time with such
designations, rights, preferences and limitations as our Board of Directors may
determine without the approval of our shareholders. The rights, preferences and
limitations of separate series of preferred stock may differ with respect to
such matters as may be determined by our Board of Directors, including, without
limitation, the rate of dividends, method or nature or prepayment of dividends,
terms of redemption, amounts payable on liquidation, sinking fund provisions,
conversion rights and voting rights. Thus, a future series of
preferred stock may have voting and/or economic rights and terms which are
senior to the Company’s common stock. The ability of the Company's
Board of Directors to issue preferred stock could also be used by it as a means
for resisting a change in our control and can therefore be considered an
anti-takeover device. No shares of preferred stock are outstanding as
of the date of this Registration Statement.
Size of
Board. The Bylaws provide that the size of the Board of
Directors may not be changed except (i) by a resolution adopted by at least 80%
of the votes entitled to be cast by each shareholder voting group entitled to
vote thereon, or (ii) by unanimous consent of the Board of
Directors. This provision of the Bylaws may not be changed except
upon approval by at least 80% of the votes entitled to be cast by each voting
group entitled to vote thereon.
Filling Vacancies on
Board. Except with respect to a vacancy on the Board of
Directors due to the removal of the Director, any vacancy on the Board may be
filled by the affirmative vote of a majority of the shareholders or the Board of
Directors. As a result of the ability of the Board to fill a vacancy,
such new directors may not be up for shareholder election at the next annual
meeting due to the staggered Board classification described
below. The overall effect of these provisions may be to prevent a
person or entity from immediately acquiring Board control.
Removal of
Directors. The Bylaws provide that any Director or the entire
Board of Directors may be removed for cause only at a special meeting of the
shareholders by the affirmative vote of at least 80% of the votes entitled to be
cast by each voting group entitled to vote thereon at such meeting, if notice of
the intention to act upon such matter shall have been given in the notice
calling the meeting. The Bylaws also provide that vacancies arising
as a result of the removal of directors by shareholder action may be filled at
such meeting by the affirmative vote of at least 80% of the shares of the votes
entitled to be cast by each voting group entitled to vote
thereon. This provision of the Bylaws may not be changed except upon
approval by at least 80% of the votes entitled to be cast by each voting group
entitled to vote thereon.
Staggered Board of
Directors. The Company's Amended Articles provide that the
Board of Directors is to be divided into three classes, each class to be as
nearly equal in number as possible. At each annual meeting of
shareholders, members of one of the classes, on a rotating basis, are elected
for a three year term. The staggered Board provision cannot be
amended or repealed by the directors and cannot be amended or repealed without
the affirmative vote of the holders of at least 80% of the votes entitled to be
cast in the election of directors.
Virtually No Ability to Act
by Written Consent. The Company's Amended Articles only allow
shareholder action to be taken by written consent if such consent is unanimous,
meaning that each and every shareholder would have to sign the
consent.
Limited Ability for
Shareholders to Call a Special Meeting. The Bylaws only permit
shareholders to call a special meeting if the Company receives one or more
written demands for the meeting, stating the purpose or purposes of the meeting,
signed and dated by holders of shares representing at least 10% of all votes
entitled to be cast on any issue proposed to be considered at the
meeting.
No cumulative
voting. Cumulative voting in the election of directors is not
allowed.
Indemnification. The
Amended Articles provide that the directors and officers of the Company shall be
indemnified and shall be advanced expenses incurred in defending a civil,
criminal, administrative or investigative action, suit or proceeding arising out
of their status as directors and officers to the fullest extent allowed by
law.
Item
2. Exhibits.
List
below all exhibits field as part of the registration statement:
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EXHIBIT NUMBER
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DESCRIPTION
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3.1*
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Articles
of Incorporation.
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3.2*
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Amendment
to Articles of Incorporation dated March 31, 1999, and filed May 25,
1999.
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3.3*
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Amendment
to Articles of Incorporation dated July 25, 2001, and filed July 30,
2001.
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3.4*
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Bylaws.
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*
Incorporated by reference to the corresponding exhibit filed with the
registrant’s Registration Statement on Form S-B2 filed with the Securities
and Exchange Commission on May 15, 2002 (Registration No.
333-88314).
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Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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Natural
Gas Services Group, Inc.
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October
24, 2008
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By:
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/s/
Stephen C. Taylor
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Stephen
C. Taylor, Chief Executive Officer
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