As filed with the Securities and Exchange Commission on June 3, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APERGY CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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82-3066826
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2445 Technology Forest Blvd.
Building 4, Floor 12
The
Woodlands, Texas
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77381
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(Address of Principal Executive Offices)
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(Zip Code)
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Apergy Corporation Amended and Restated 2018 Equity and Cash Incentive Plan
(Full title of the plan)
Julia Wright
Senior Vice President, General Counsel & Secretary
Apergy Corporation
2445
Technology Forest Blvd., Bldg. 4, Fl. 12
The Woodlands, Texas 77381
(Name and address of agent for service)
(281) 403-5772
(Telephone number, including area code, of agent for service)
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:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of Securities to be Registered
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Amount
to be
Registered
(1)(2)
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Proposed
Maximum
Offering
Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee (3)
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Common Stock, par value $0.01 per share
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9,682,586 shares
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$6.66
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$64,486,022.80
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$8,370.29
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(1)
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Represents shares of common stock, par value $0.01 per share (the “Common Stock”), of Apergy
Corporation (the “Registrant”) issuable under the Apergy Corporation Amended and Restated 2018 Equity and Cash Incentive Plan (the “Plan”) in respect of restricted stock units and options in connection with the Registrant’s
acquisition of ChampionX Holding Inc. See “Explanatory Note” on the following page.
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(2)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement also registers such number of additional shares of Common Stock as may be offered pursuant to the terms of the Plan, which provides for a change in the number or class of securities being offered or issued to prevent dilution
as a result of stock splits, stock dividends or similar transactions.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule
457(h) under the Securities Act, based on (a) in the case of 2,357,733 shares issuable in respect of restricted stock units, the average of the high and low sales prices of a share of Common Stock, which was $8.66 per share, as reported in the
consolidated reporting system on May 27, 2020, which date is within five business days prior to filing this Registration Statement, and (b) in the case of 7,324,853 shares issuable in respect of options, the weighted average exercise
prices for such options, which was $6.01 per share.
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