Form 8-K/A National Automation Serv For: May 21
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | May 21, 2015 |
NATIONAL AUTOMATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-53755 | 26-1639141 |
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
incorporation) | File Number) | Identification No.) |
8965 S Eastern Ave. Ste 120E, Las Vegas, NV 89123
(Address of principal executive offices) (zip code)
(877) 871-6400
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) is an amendment to the Current Report on Form 8-K of National Automation Services, Inc. (the “Company”) filed with the SEC on May 26, 2015 (the “Original Form 8-K”). This Amendment No. 1 is being filed to amend and restate in its entirety Item 5.02 of the Original Form 8-K and to add Items 3.02 and 5.07. This Amendment No. 1 amends and restates the Original Form 8-K in its entirety for the sake of completeness.
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Item 3.02 | Unregistered Sales of Equity Securities |
On May 21, 2015 and May 22, 2015, holders of convertible notes converted an aggregate principal of $15,000 into an aggregate of 113,637 shares of common stock of the Company.
The share issuances set forth in Item 5.02 below are incorporated by reference into this Item 3.02.
The securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended since, among other things, the transactions did not involve a public offering.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
Compensatory Arrangements of Certain Officers. |
On May 21, 2015, the Company appointed John McKeachnie, 57, to the Company’s board of directors, effective immediately. Mr. McKeachnie brings over 36 years of experience in oil and gas service, sales, management, and product innovation. He is currently Managing Partner of JRV Technologies, a consulting/manufacturing company offering innovative product design services to the oil and gas industry. From 2010 until 2014, Mr. McKeachnie was VP Operations - US Western Division for Weatherford International, one the largest oil and gas service providers in the United States. Previously, Mr. McKeachnie held various management positions at Weatherford eventually becoming regional manager, responsible for the Rocky Mountain and West Coast Completion Business Units including engineering, operations, and manufacturing of Mountain States Oil Tools. Mr. McKeachnie is qualified to serve on the board because he brings a deep knowledge and understanding of the oil and gas business including operations, acquisitions, and strategic direction needed for future growth.
Mr. McKeachnie has no family relationship with any of the Company’s executive officers or directors. There are no arrangements or understandings between Mr. McKeachnie and any other person pursuant to which he was appointed as director. There have been no related party transactions in the past two years in which the Company was or is to be a party, in which Mr. McKeachnie has, or will have, a direct or indirect material interest.
On May 21, 2015, Sean Sego resigned his position as a director of the Company. Mr. Sego resigned for personal reasons and did not resign because of a disagreement with management or on any matter relating to the Company’s operations, policies or practices.
On May 22, 2015, the Company issued 100,000 shares of common stock to Mr. McKeachnie in lieu of cash compensation in consideration of services to the board of directors. In addition, the Company issued (i) 200,000 shares of common stock to each of Robert Chance, Jeremy Briggs, and Jason Jenson, and (i) 100,000 shares of common stock to each of Sean Sego, Kevin Brown, Jim Gunn, Tom Sego and David Gurr, in lieu of cash compensation in consideration of services to the board of directors or the Company.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2015, the shareholders of the Company owning 3,134,280 shares of common stock, or approximately 51%, of the issued and outstanding common stock executed a written consent in lieu of a shareholder meeting (the “Written Consent”), which Written Consent approved an amendment to the Company’s Articles of Incorporation to (i) change its name to “National Energy Services, Inc.” from “National Automation Services, Inc.” and (ii) increase the total number of shares of common stock that the Company has the authority to issue from 75,000,000 to 150,000,000 shares and no change to the number of shares of preferred stock that the Company has the authority to issue (collectively, the “Actions”).
Pursuant to rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, an Information Statement on Schedule 14C (the “Information Statement”) in connection with the Actions will be sent or given to the stockholders of the Company. The Actions to be taken pursuant to the written consent shall be taken on or around the date that is 20 days after the mailing of this Information Statement.
Item 8.01 | Other Events. |
On May 22, 2015, the Company issued a press release announcing the appointment of Mr. McKeachnie and the resignation of Mr. Sego. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
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Exhibit No. | Description | |
99.1 | Press Release dated May 22, 2015 |
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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.
Dated: May 28, 2015
National Automation Services, Inc. | |
/s/ Robert W Chance | |
By: Robert Chance | |
Its: President and Chief Executive Officer |
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National Automation Services Announces
New Independent Director
LAS VEGAS, NV -- (May 22, 2015) –National Automation Services, Inc. ("NAS" or “Company”) (OTC: NASV) a growing oil and gas services company today announced the appointment of John McKeachnie to replace Sean Sego who is stepping down from the board for personal reasons.
Mr. McKeachnie brings over 36 years of experience in oil and gas service, sales, management, and product innovation. He is currently Managing Partner of JRV Technologies, a consulting/manufacturing company offering innovative product design services to the oil and gas industry. From 2010 until 2014, Mr. McKeachnie was VP Operations - US Western Division for Weatherford International, one the largest oil and gas service providers in the United States. Previously, Mr. McKeachnie held various management positions at Weatherford eventually becoming regional manager, responsible for the Rocky Mountain and West Coast Completion Business Units including engineering, operations, and manufacturing of Mountain States Oil Tools. He brings to the board a deep knowledge and understanding of the oil and gas business in many areas including operations, acquisitions, and strategic direction needed for future growth.
Bob Chance, President and Chief Executive Officer, commented, “We appreciate Sean Sego’s service to NAS and thank him for his commitment to the company over the years.” Additionally, Mr. Chance stated, “We are pleased to welcome John McKeachnie to the NAS Board. John brings a wealth of experience in the oil and gas industry and we believe his contributions will greatly benefit our strategic decision making abilities as we, the board, continue to guide the company to achieve our short and long term goals.”
For further information about the Company please visit National Automation Services, read our SEC filings at NASV SEC Filings and subscribe to Email Alerts at Subscribe Today (bottom of the web-page) to receive company news and shareholder updates.
About National Automation Services, Inc.
National Automation Services is building a portfolio of complementary oil and gas services through acquisitions. Through its subsidiary, JD Field Services, Inc., the Company provides oilfield services to the oil and gas industry in the United States. It primarily focuses on drilling services, operation services, and maintenance services of the well-site activities.
Forward Looking Statements
This press release may contain forward-looking. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, development of new products or services, enhancements or technologies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that any such forward-looking statement are not guarantee of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company's reports filed with the SEC. The foregoing list of factors is not complete and the Company does not undertake to update any forward-looking statements that it may make except as required by applicable law.
Investor Relations Contact:
The Olibri Group | IR Consulting Services | |
Briggs Smith | Alan Stamper | |
813-438-5225 | 727-771-8773 | |
[email protected] | [email protected] |
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