Amended Securities Registration (section 12(b)) (8-a12b/a)
31 Mayo 2019 - 3:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Hi-Crush Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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90-0840530
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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1330 Post Oak Blvd., Suite 600
Houston, Texas
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77056
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(Address of principal executive office)
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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
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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. ☒
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 (if applicable):
333-182574.
Securities
to be registered pursuant to Section 12(g) of the Act:
None.
EXPLANATORY NOTE
This Amendment No. 1 (this Amendment) to Form 8-A (the Registration Statement) is being filed pursuant to
Section 12(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act), by Hi-Crush Inc., a Delaware corporation (Hi-Crush), as the successor registrant to Hi-Crush Partners LP, a Delaware limited
partnership (HCLP). Effective May 31, 2019, HCLP converted from a Delaware limited partnership to a Delaware corporation (the Conversion). In accordance with Rule 12g-3 under the Exchange Act, upon the effective time of
the Conversion, the common stock of Hi-Crush, par value $0.01 per share (the Common Stock), was deemed to be registered under Section 12(b) of the Exchange Act as Hi-Crush is deemed to be the successor registrant to HCLP. Hi-Crush
expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Exchange Act. The Common Stock will trade on the New York Stock Exchange under the ticker symbol HCR.
This Amendment amends the Registration Statement as follows:
Item 1.
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Description of Registrants Securities to be Registered.
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A description of the Common Stock is contained in Description of Hi-Crush Inc.s Capital Stock set forth in Hi-Crushs
Proxy Statement filed on February 20, 2019, which is incorporated herein by reference.
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Number
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Exhibit Description
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3.1
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Certificate of Conversion of Hi-Crush Partners LP (incorporated by reference to Exhibit 3.1 to Hi-Crush Inc.s Current Report on Form 8-K filed on May 31, 2019).
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3.2
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Certificate of Incorporation of Hi-Crush Inc. (incorporated by reference to Exhibit 3.2 to Hi-Crush Inc.s Current Report on Form 8-K filed on May 31, 2019).
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3.3
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Bylaws of Hi-Crush Inc. (incorporated by reference to Exhibit 3.3 to Hi-Crush Inc.s Current Report on Form 8-K filed on May 31, 2019).
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1
SIGNATURE
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, thereunto duly authorized.
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Date: May 31, 2019
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Hi-Crush Inc.
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By:
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/s/ Mark C. Skolos
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Name:
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Mark C. Skolos
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Title:
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General Counsel, Chief Compliance Officer and
Secretary
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