As filed with the Securities and Exchange Commission on May 3, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MRC GLOBAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5956993 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S Employer Identification No.) |
Fulbright Tower
1301 McKinney Street, Suite 2300
Houston, Texas 77010
(877) 294-7574
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
MRC GLOBAL INC. 2011 OMNIBUS INCENTIVE PLAN, as amended
(Full title of the plan)
Daniel J. Churay
Executive Vice President – Corporate Affairs, General Counsel and Corporate Secretary
MRC Global Inc.
Fulbright Tower
1301 McKinney Street, Suite 2300
Houston, Texas 77010
Telephone: (877) 294-7574
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian P. Fenske
Norton Rose Fulbright US LLP
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5557
Facsimile: (713) 651-5246
(Name, address, and 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | 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
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| 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 | ||||
| Common Stock, $0.01 par value per share |
2,500,000 shares (2) | $17.08 (3) | $42,700,000 | $5,176 | ||||
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| (1) | This Registration Statement also includes such additional number of shares of MRC Global Inc. common stock, par value $0.01 (“Common Stock”), issuable under the MRC Global Inc. 2011 Omnibus Incentive Plan, as amended (the “2011 Plan”), as may be required in the event of a stock split, stock dividend or similar transaction in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Represents 2,500,000 additional shares of Common Stock reserved for future issuances under the 2011 Plan. |
| (3) | Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon the average of the high and low prices of Common Stock on May 1, 2019, as reported on the New York Stock Exchange, of $17.08. |
EXPLANATORY NOTE
On April 30, 2019, at the 2019 Annual Meeting of Stockholders of MRC Global Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the MRC Global Inc. 2011 Omnibus Incentive Plan, as amended (the “Plan”). The Amendment provides that an additional 2,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) may be issued under the Plan (the “Additional Shares”).
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Company to register the Additional Shares. These shares are in addition to the 3,250,000 shares of Common Stock, that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-180777) filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2012, and the Registration Statement on Form S-8 (File No. 333-206455) filed on August 18, 2015, to provide for an additional 4,250,000 shares (less the 102,525 Remaining Shares, which is defined therein) of Common Stock that maybe issued under the Plan (together, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits.
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, MRC Global Inc. 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 Houston, State of Texas, on May 3, 2019.
| MRC GLOBAL INC. | ||
| By: | /s/ Daniel J. Churay | |
| Daniel J. Churay | ||
| Executive Vice President – Corporate Affairs, General Counsel and Corporate Secretary | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, the undersigned officers and directors of MRC Global Inc., hereby severally constitute and appoint Andrew R. Lane, James E. Braun and Daniel J. Churay, and each of them singly (with full power to each of them to act alone), his 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 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 fully 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 and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Andrew R. Lane Andrew R. Lane |
President and Chief Executive Officer (principal executive officer) |
May 3, 2019 | ||
| /s/ James E. Braun James E. Braun |
Executive Vice President and Chief Financial Officer (principal financial officer) |
May 3, 2019 | ||
| /s/ Elton R. Bond Elton R. Bond |
Senior Vice President and Chief Accounting Officer (principal accounting officer) |
May 3, 2019 | ||
| /s/ Rhys J. Best Rhys J. Best |
Chairman | May 3, 2019 | ||
| /s/ Deborah G. Adams |
Director | May 3, 2019 | ||
| Deborah G. Adams | ||||
| /s/ Leonard M. Anthony Leonard M. Anthony |
Director | May 3, 2019 | ||
| /s/ Henry Cornell |
Director | May 3, 2019 | ||
| Henry Cornell | ||||
| /s/ Barbara J. Duganier Barbara J. Duganier |
Director | May 3, 2019 | ||
| /s/ Craig Ketchum Craig Ketchum |
Director | May 3, 2019 | ||
| /s/ Dr. Cornelis A. Linse Dr. Cornelis A. Linse |
Director | May 3, 2019 | ||
| /s/ John A. Perkins John A. Perkins |
Director | May 3, 2019 | ||
| /s/ H.B. Wehrle, III H.B. Wehrle, III |
Director | May 3, 2019 | ||
| /s/ Robert L. Wood |
Director | May 3, 2019 | ||
| Robert L. Wood | ||||