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
August 20, 2019
Date of Report (Date of earliest event reported)
NCS Multistage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
001-38071 |
46-1527455 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
NCSM |
NASDAQ Global Select Market |
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).
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2019, the Board of Directors (the “Board”) of NCS Multistage Holdings, Inc. (the “Company”) increased the size of the Board from nine to ten and appointed Valerie Mitchell to the Board to serve as a Class I director with a term to expire at the 2021 Annual Meeting of Stockholders. Ms. Mitchell will serve on the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Mitchell and any other persons pursuant to which she was selected as a director. Ms. Mitchell will be compensated according to the Company’s standard compensation program for non-employee directors who are not full-time investment professionals of Advent International Corporation as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 9, 2019.
Item 7.01 Regulation FD Disclosure.
Additional information with regard to Ms. Mitchell is included in the press release attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information presented under Item 7.01 of this Form 8-K and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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Exhibit |
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Description of the Exhibit |
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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.
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Date: August 22, 2019 |
NCS Multistage Holdings, Inc. |
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By: |
/s/ Ryan Hummer |
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Ryan Hummer |
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Chief Financial Officer |
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Exhibit 99.1
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NCS Multistage Holdings, Inc. 19450 State Highway 249, Suite 200 Houston, Texas 77070 |
PRESS RELEASE
NCS MULTISTAGE HOLDINGS, INC. APPOINTS VALERIE MITCHELL AS NEW DIRECTOR
HOUSTON-- GLOBE NEWSWIRE—August 22, 2019--NCS Multistage Holdings, Inc. (“NCS” or the “Company”) (NASDAQ:NCSM) announced today that the Board of Directors (the “Board”) has appointed Valerie Mitchell as a new director. Ms. Mitchell, 47, is the Chief Executive Officer and member of the Board of Directors of Corterra Energy, LLC, which she helped found in 2016 as an exploration and production company focused on the acquisition and development of oil and gas resources in the Mid-Continent region. Prior to that, she served in various positions with Newfield Exploration Company from 2004 through 2016, including as the Vice President, Mid-Continent from February 2015 through August 2016, Vice President, Corporate Development from May 2014 through January 2015 and General Manager, Mid-Continent Region from December 2011 through April 2014.
Ms. Mitchell will serve as a Class I director with a term to expire at the 2021 Annual Meeting of Stockholders. Ms. Mitchell will serve on the Audit Committee of the Board.
NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well completions and field development strategies. NCS provides products and services to exploration and production companies for use in horizontal wells in unconventional oil and natural gas formations throughout North America and in selected international markets, including Argentina, China, Russia, and the North Sea. NCS’s common stock is traded on the NASDAQ Global Select Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.
Contact:
Ryan Hummer
Chief Financial Officer
+1 281-453-2222
IR@ncsmultistage.com