0001692427-18-000006.txt : 20180214 0001692427-18-000006.hdr.sgml : 20180214 20180214171139 ACCESSION NUMBER: 0001692427-18-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180214 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCS Multistage Holdings, Inc. CENTRAL INDEX KEY: 0001692427 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 461527455 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38071 FILM NUMBER: 18613577 BUSINESS ADDRESS: STREET 1: 19450 STATE HIGHWAY 249 STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 281-453-2222 MAIL ADDRESS: STREET 1: 19450 STATE HIGHWAY 249 STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77070 8-K 1 ncsm-20180214x8k.htm 8-K 2017 8-K Cemblend Shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 8-K

CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



February 14, 2018

Date of Report (Date of earliest event reported)



NCS Multistage Holdings, Inc.

(Exact name of Registrant as specified in its charter)





 

 

Delaware

001-38071

46-1527455

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)



19450 State Highway 249, Suite 200

Houston, Texas 77070

(Address of principal executive offices) (Zip code)



(281) 453-2222

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:





 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



 



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 13(a) of the Exchange Act.  ☑



 

 

Item 3.02     Unregistered Sales of Equity Securities.



On February 14, 2018, NCS Multistage Holdings, Inc. (the “Company”) issued 442,312 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), to Cemblend Systems Inc. (“Cemblend”). Cemblend received the Common Stock in exchange for Class A Exchangeable Shares of NCS Multistage Inc., a wholly-owned indirect subsidiary of the Company, which are currently exchangeable by Cemblend at a ratio of three-to-one for shares of Common Stock. This issuance was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).





 

 

SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.







 

 

 

Date: February 14, 2018

NCS Multistage Holdings, Inc.

 



 

 

 



By:  

/s/ Ryan Hummer

 



 

Ryan Hummer

 



 

Chief Financial Officer