UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 8-K/A

Amendment No. 2

CURRENT REPORT



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



August 31, 2017

Date of Report (Date of earliest event reported)



NCS Multistage Holdings, Inc.

(Exact name of Registrant as specified in its charter)





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:





Introductory Note



As previously reported on a Current Report on Form 8-K originally filed by NCS Multistage Holdings, Inc. (the “Company”) on September 1, 2017 (the “Original Form 8-K”), pursuant to that certain Agreement and Plan of Merger, dated as of August 30, 2017 (the “Merger Agreement”), by and among Spectrum Tracer Services, LLC, an Oklahoma limited liability company (“Spectrum”), the Company, Pioneer Investment, Inc., a Delaware corporation and indirect wholly owned subsidiary of the Company (“Pioneer Investment”), Spartan Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Pioneer Investment (“Merger Sub”) and STSR LLC, an Oklahoma limited liability company, solely in its capacity as the Representative (as defined in the Merger Agreement), the Company acquired Spectrum through the merger of Merger Sub with and into Spectrum, with Spectrum continuing as the surviving entity and an indirect wholly owned subsidiary of the Company (the “Merger”).



On November 13, 2017, the Company filed Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) solely to amend and supplement Item 9.01 of the Original Form 8-K (the Original Form 8-K as amended by Amendment No. 1, the “Amended Form 8-K”) to provide financial statements and pro forma financial information required by Item 9.01 (a) and (b) of Form 8-K, which were not previously filed with the Original Form 8-K.



This Amendment No. 2 on Form 8-K/A (this “Form 8-K/A”) is filed in connection with the filing of a shelf registration statement on Form S-3, and as required by the rules of the Securities and Exchange Commission, to provide pro forma financial information for the year ended December 31, 2017. 



Any information required to be set forth in the Amended Form 8-K which is not being amended or supplemented pursuant to this Form 8-K/A is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Amended Form 8-K and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Amended Form 8-K. Accordingly, this Form 8-K/A should be read in conjunction with the Amended Form 8-K.





(b) Pro forma financial information.



Unaudited pro forma condensed consolidated financial information of the Company for the year ended December 31, 2017 is attached hereto and filed as Exhibit 99.1 and incorporated by reference herein. Such unaudited pro forma consolidated financial information is not necessarily indicative of the operating results that would have been achieved if the Merger had been in effect on the dates indicated or that may be achieved for future periods, and should be read in conjunction with the financial statements of the Company and Spectrum.



(d) Exhibits.





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.