S-8

As filed with the Securities and Exchange Commission on August 7, 2017

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

LONESTAR RESOURCES US INC.

(Exact name of registrant as specified in its charter)

Delaware	81-0874035
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

600 Bailey Avenue, Suite 200

Fort Worth, TX 76107

(817) 921-1889

(Address of principal executive offices) (Zip code)

Lonestar Resources US Inc. Amended and Restated 2016 Incentive Plan

(Full title of the plans)

Frank D. Bracken, III

Chief Executive Officer

Lonestar Resources US Inc.

600 Bailey Avenue, Suite 200

Fort Worth, TX 76107

(Name and address of agent for service)

(817) 921-1889

(Telephone number, including area code, of agent for service)

Copy to:

J. Michael Chambers

David J. Miller

Latham & Watkins LLP

811 Main Street

Houston, Texas 77002

(713) 546-5400

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	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☒
		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	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Voting Common Stock, par value $0.001 per share	2,200,000	$4.27 (2)	$9,403,025.00 (2)	$1089.81

(1) Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional shares of the Registrant’s Class A Voting Common Stock, par value $0.001 per share (“Common Stock”), which become issuable under Lonestar Resources US Inc. Amended and Restated 2016 Incentive Plan (the “Plan”) by reason of any stock split, stock dividend, recapitalization or other similar transaction.

(2) As of the date of this Registration Statement, there are 100,625 shares of Common Stock subject to outstanding stock options under the Plan, with a weighted average exercise price of $15.00. With respect to other shares available for issuance under the Plan, the amount is estimated in accordance with Rule 457(c) and 457(h) of the Securities Act for purposes of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The NASDAQ Global Select Market on August 3, 2017. The proposed maximum offering price per share was calculated by dividing the proposed maximum aggregate offering price ($9,403,025.00) by the amount of shares to be registered under this Registration Statement (2,200,000).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by Lonestar Resources US Inc. (the “Registrant”), pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a)     the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 23, 2017 (File No. 001-37670), and the Registrant’s Registration Statement on Form 10, as amended, filed with the Commission on June 9, 2016 (File No. 001-37670) (the “Form 10”), each pursuant to the Exchange Act;

(b)    all other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2016; and

(c)     the description of the Registrant’s Common Stock contained in the Form 10, and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date 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 such securities then remaining unsold, shall be deemed to be incorporated by reference herein 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 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 subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a Delaware corporation to indemnify its officers, directors and other corporate agents to the extent and under the circumstances set forth therein. The Registrant’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”) provide that the Registrant will indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was the Registrant’s director or officer or board observer, or is or was serving at the Registrant’s request in any position or capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in accordance with provisions corresponding to Section 145 of the DGCL. These indemnification provisions may be sufficiently broad to permit indemnification of the Registrant’s executive officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

Pursuant to Section 102(b)(7) of the DGCL, the Registrant’s Certificate of Incorporation will eliminate the personal liability of a director to the Registrant or the Registrant’s stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to the Registrant or the Registrant’s stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• under Section 174 of the DGCL (or any successor provision thereto); and

• for any transaction from which the director derived any improper personal benefit.

The above discussion of Section 145 of the DGCL and of the Registrant’s Certificate of Incorporation and Bylaws is not intended to be exhaustive and is respectively qualified in its entirety by Section 145 of the DGCL and the Registrant’s Certificate of Incorporation and Bylaws.

As permitted by Section 145 of the DGCL, the Registrant carries primary and excess insurance policies insuring the Registrant’s directors and officers against certain liabilities they may incur in their capacity as directors and officers. Under the policies, the insurer, on the Registrant’s behalf, may also pay amounts for which the Registrant granted indemnification to the Registrant’s directors and officers.

In addition, the underwriting agreement filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 22, 2016 (File No. 001-37670) in connection with the Registrant’s public offering of 13,800,000 shares of its Common Stock, provides that the underwriters for any equity follow-on offering will indemnify the Registrant and the Registrant’s executive officers and directors for certain liabilities related to such follow-on offering, including liabilities arising under the Securities Act.

The Registrant has also entered into indemnification agreements with each of the Registrant’s directors and officers. These indemnification agreements may require the Registrant, among other things, to indemnify the Registrant’s directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of the Registrant’s directors or officers, or any other company or enterprise to which the person provides services at the Registrant’s request.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Certificate of Incorporation of Lonestar Resources US Inc.	10-12B	001-37670	3.1	12/31/15
4.2	Certificate of Amendment to the Certificate of Incorporation of Lonestar Resources US Inc., effective as of December 22, 2017	10-K	001-37670	3.2	3/23/17
4.3	Certificate of Amendment to the Certificate of Incorporation of Lonestar Resources US Inc., dated May 24, 2017	8-K	001-37670	3.1	5/26/17
4.4	Amended and Restated Bylaws of Lonestar Resources US Inc.	8-K	001-37670	3.1	4/7/17
5.1	Opinion of Latham & Watkins LLP					*
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm					*
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)					*
24.1	Power of Attorney (included on signature page)
99.1	Lonestar Resources US Inc. Amended and Restated 2016 Incentive Plan, as amended as of May 24, 2017	8-K	001-37670	10.1	5/26/17

Item 9. Undertakings.

(a) The undersigned Registrant 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 20% 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) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant 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; and

(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.

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(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 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 Securities Act and will be governed by the final adjudication of such issue.

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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 Fort Worth, State of Texas, on August 7, 2017.

LONESTAR RESOURCES US INC.
By:	/s/ Frank D. Bracken, III
	Frank D. Bracken, III
	Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Lonestar Resources US Inc., hereby severally constitute and appoint Frank D. Bracken, III and Douglas W. Banister, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 or necessary to be done in and about the premises, as full 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 their or his 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 following persons in the capacities held on the dates indicated.

Name and Signature	Title	Date
/s/ Frank D. Bracken, III	Chief Executive Officer and Director	August 7, 2017
Frank D. Bracken, III	(Principal Executive Officer)
/s/ Douglas W. Banister	Chief Financial Officer	August 7, 2017
Douglas W. Banister	(Principal Financial and Accounting Officer)
/s/ John H. Pinkerton	Chairman of the Board	August 7, 2017
John H. Pinkerton
/s/ Henry B. Ellis	Director	August 7, 2017
Henry B. Ellis
/s/ Daniel R. Lockwood	Director	August 7, 2017
Daniel R. Lockwood
/s/ John H. Murray	Director	August 7, 2017
John H. Murray
/s/ Stephen H. Oglesby	Director	August 7, 2017
Stephen H. Oglesby
/s/ Phillip Z. Pace	Director	August 7, 2017
Phillip Z. Pace
/s/ Christopher Rowland	Director	August 7, 2017
Christopher Rowland
/s/ Randy L. Wolsey	Director	August 7, 2017
Randy L. Wolsey

Exhibit Index

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Certificate of Incorporation of Lonestar Resources US Inc.	10-12B	001-37670	3.1	12/31/15
4.2	Certificate of Amendment to the Certificate of Incorporation of Lonestar Resources US Inc., effective as of December 22, 2017	10-K	001-37670	3.2	3/23/17
4.3	Certificate of Amendment to the Certificate of Incorporation of Lonestar Resources US Inc., dated May 24, 2017	8-K	001-37670	3.1	5/26/17
4.4	Amended and Restated Bylaws of Lonestar Resources US Inc.	8-K	001-37670	3.1	4/7/17
5.1	Opinion of Latham & Watkins LLP					*
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm					*
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)					*
24.1	Power of Attorney (included on signature page)
99.1	Lonestar Resources US Inc. Amended and Restated 2016 Incentive Plan, as amended as of May 24, 2017	8-K	001-37670	10.1	5/26/17

EX-5.1

Exhibit 5.1

	Latham & Watkins LLP 811 Main Street Houston, Texas 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES
August 7, 2017 Lonestar Resources US Inc. 600 Bailey Avenue, Suite 200	Barcelona Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New York Orange County Paris Riyadh Rome San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

Fort Worth, TX 76107

Re: Registration Statement on Form S-8; 2,200,000 shares of Lonestar Resources US Inc.

Class A Voting Common Stock, $0.001 par value per share

Ladies and Gentlemen:

We have acted as special counsel to Lonestar Resources US Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 2,200,000 shares of Class A Voting Common Stock of the Company, $0.001 par value per share (the “Shares”), issuable under the Company’s Amended and Restated 2016 Incentive Plan, as amended (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2017 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware General Corporation Law (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by

August 7, 2017

Page 2

the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

	Tel:	214-969-7007	600 North Pearl, Suite 1700
	Fax:	214-953-0722	Dallas, TX 75201
	www.bdo.com

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of (i) our report dated March 23, 2017, relating to the consolidated financial statements of Lonestar Resources US Inc. which appears in Lonestar Resources US Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 and (ii) our report dated April 21, 2016, relating to the consolidated financial statements of Lonestar Resources Limited for the years ended December 31, 2015 and 2014, which appears in Lonestar Resources US Inc.’s Form 10 Registration Statement.

/s/ BDO USA, LLP

Dallas, Texas

August 7, 2017

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.