As
filed with the Securities and Exchange Commission on August 27,
2008
Registration
No. 333-133111
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 on Form S-3
to
the
Form
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ENERGY
SERVICES OF AMERICA CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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6770
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20-4606266
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
No.)
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2450
First Avenue, Huntington, West Virginia 25703
(304) 528-2791
(Address,
including zip code, telephone number,
including
area code, of registrant’s principal executive offices)
Marshall
T. Reynolds
Chairman
of the Board and
Chief
Executive Officer
Energy
Services of America Corporation
2450
First Avenue, Huntington, West Virginia 25703
(304)
528-2791
(304)
528-2762-Facsimile
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
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Alan
Schick, Esq.
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Marc
P. Levy, Esq.
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Luse
Gorman Pomerenk & Schick, P.C.
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5335
Wisconsin Avenue, N.W.
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Suite
400
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Washington,
D.C. 20015
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(202)
274-2000
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(202)
362-2902— Facsimile
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Approximate date of commencement of
proposed sale to the public:
As soon as practicable after the
effective date of this registration statement.
If the
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box.
o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b2 of the Exchange Act.
Large
accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller
reporting
company
x
(Do not
check if a smaller reporting company)
Explanatory
Note
This
Post-Effective Amendment No. 1 on Form S-3 relates solely to (i) the shares of
common stock issuable upon exercise of warrants that were previously issued to
public investors (ii) 450,000 units issuable to the underwriter from public
offering pursuant to the purchase option that was previously granted to the
underwriter, (iii) the warrants issuable pursuant to the purchase option that
was previously issued to the underwriter and (iv) the shares of common stock
issuable upon exercise of the warrants listed in subsection (iii), all in
connection with the registrant’s initial public offering that were (together
with certain other securities of the registrant) initially registered by the
registrant on the Registration Statement on Form S-1 (File No. 333-133111)
declared effective by the Securities and Exchange Commission on or about August
30, 2006. This Post-Effective Amendment No. 1 on Form S-3 is being filed to
convert such Registration Statement on Form S-1 into a Registration Statement on
Form S-3. All filing fees payable in connection with the registration of these
securities were previously paid in connection with the filing of the original
registration statement for the initial public offering.
Subject
to Completion, Dated
August 27,
2008
Prospectus
Energy
Services of America Corporation
18,550,000
shares of common stock
This
prospectus relates to 17,200,000 shares of our common stock, par value $0.0001
per share, which are issuable upon the exercise of warrants originally issued in
our initial public offering pursuant to a prospectus dated August 30, 2006. In
order to obtain the shares, the holders of the warrants must pay an exercise
price of $5.00 per share. We will receive proceeds from the exercise of the
warrants but not from the sale of the underlying common stock.
In
connection with our initial public offering, we sold to Ferris, Baker Watts,
Incorporated, who acted as the representative of the underwriters in such
offering, an option to purchase up to 450,000 units at a purchase price of $7.50
per unit. The units issuable upon exercise of the option are identical to the
units that were offered in such offering, except that the warrants included in
the option have an exercise price of $6.25. The registration statement of
which this prospectus forms a part also covers the units underlying the option,
the shares of common stock and the warrants included as part of such units and
the shares of common stock underlying the warrants included as part of such
units. In June 2008, Ferris, Baker Watts, Incorporated was
acquired by RBC Dain Rauscher, Inc., who is the successor of rights under prior
agreements, including the Unit Purchase Option. All references to
Ferris, Baker Watts, Incorporated apply to RBC Dain Rauscher, Inc. as
successor.
Our
shares of common stock are currently traded on the American Stock Exchange under
the symbol “ESA.” On August 26, 2008, the closing price of our common stock
was $5.81 per share.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning
on page 4 to read about factors you should consider before buying shares of our
common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
August
27, 2008
We were a
blank check company formed for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other similar business combination,
an operating business. Our efforts in identifying a prospective
target business were not limited to a particular industry, although we focused
our efforts on acquiring an operating business in the energy services sector
headquartered in North America. On September 6, 2006, we completed an
initial public offering of our securities.
On
January 22, 2008, we entered into a Merger Agreement by and between us and ST
Pipeline, Inc. to acquire ST Pipeline, Inc., Clendenin, West Virginia, a
company engaged in the business of installing gas pipeline for oil and gas
businesses.
On
February 21, 2008, we entered into a Merger Agreement by and between us and C.J.
Hughes Construction Company, Inc. to acquire C.J. Hughes Construction Company,
Inc., Huntington, West Virginia, a company engaged in the business of
constructing, replacing and repairing natural gas pipelines for utility
companies and private natural gas companies.
On August
15, 2008, our stockholders voted to approve the acquisitions ST Pipeline and
C.J. Hughes. Holders of 1,622,600 shares issued in our initial public offering
elected to have their shares redeemed.
On August
15, 2008, we completed the acquisitions of ST Pipeline and C.J. Hughes. The
aggregate purchase price for the two acquisitions was approximately $53.2
million. The ST Pipeline acquisition resulted in a payment of approximately
$16.2 million to the shareholders of ST Pipeline, with $3.0 of
consideration being deferred. The C.J. Hughes acquisition
resulted in payment of approximately $17.0 million in cash and the issuance of
2,964,763 shares of Company common stock, to the shareholders of
C.J. Hughes.
Upon the
closing of the acquisition, we filed an amendment to our certificate of
incorporation to change our name to Energy Services of America Corporation and
to remove the provisions relating to procedures governing our first business
combination.
A summary
of our business and operations, including the business and operations of Energy
Services, is included in our definitive proxy statement filed with the SEC on
June 13, 2008, which is incorporated herein by reference, and our Current Report
on Form 8-K filed with the SEC on August 15, 2008, which is incorporated herein
by reference. The outstanding share amounts referred to below do not
reflect shares to be cancelled as part of the redemption of shares.
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Securities
offered
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17,200,000
shares of common stock, underlying warrants with an exercise price of
$5.00 per share. The warrants expire on August 29,
2011.
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Common
Stock:
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Number
outstanding before this offering
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13,714,763
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Number
to be outstanding after this offering
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30,914,763,
assuming the exercise of all of the warrants
(1)
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Offering
proceeds
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Assuming
the exercise of all the warrants, we will receive gross proceeds of
$86,000,000. We intend to use the proceeds from the exercise of the
warrants for working capital, operating expenses and other general
corporate purposes, including possible acquisitions.
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American
Stock Exchange Symbol
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ESA
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(1)
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Does
not give effect to the option held by Ferris, Baker Watts, Incorporated,
who acted as the representative of the underwriters in connection with our
initial public offering. The option is exercisable for up to 450,000 units
at a purchase price of $7.50 per unit. The units issuable upon exercise of
the option are identical to the units that were offered in such offering,
except that the warrants included in the option have an exercise
price of $6.25. If the shares of common stock underlying
the units were all outstanding, the total number of shares outstanding
would be 31,364,763. The total number of shares outstanding would be
32,264,763 if shares underlying warrants which are part of the units were
outstanding.
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FORWARD-LOOKING
STATEMENTS
We
believes that some of the information in this prospectus constitutes
forward-looking statements within the definition of the Private Securities
Litigation Reform Act of 1995. You can identify these statements by
forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,”
“believe,” “estimate,” “intends,” and “continue” or similar words. Any
information in this prospectus regarding the contingent earn-out payments should
also be considered forward-looking statements. You should read statements that
contain these words carefully because they:
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discuss
future expectations;
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contain
information which could impact future results of operations or financial
condition; or
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state
other “forward-looking”
information.
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We
believe it is important to communicate our expectations to our stockholders.
However, there may be events in the future that we are not able to accurately
predict or over which we have little or no control. The following factors, among
others may cause actual results to differ materially from the expectations
described by us in our forward-looking statements:
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continued
compliance with government
regulations;
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legislation
or regulatory environments, requirements or changes affecting the
businesses in which Energy Services is
engaged;
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Energy
Services’ customer concentration;
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labor
and personnel relations;
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credit
or currency risks affecting Energy Services’ revenue and
profitability;
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changing
interpretations of generally accepted accounting
principals;
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cost
of raw materials and energy; and
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general
economic conditions.
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You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this prospectus.
All
forward-looking statements included herein attributable to us, Energy Services
or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section. Except to
the extent required by applicable laws and regulations, we undertake no
obligation to update these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of
unanticipated events.
An
investment in our securities involves a high degree of risk. You should
carefully consider the following risk factors, together with the other
information contained in this prospectus, before making a decision to invest in
our securities.
Risks
Associated with the Acquisitions
If
the acquisitions’ benefits do not meet the expectations of the marketplace, or
financial or industry analysts, the market price of Energy Services’ common
stock may decline.
The
market price of Energy Services’ common stock may decline as a result of the
acquisitions if ST Pipeline or C.J. Hughes do not perform as expected, or Energy
Services does not otherwise achieve the perceived benefits of the acquisitions
as rapidly as, or to the extent anticipated by, the marketplace, or financial or
industry analysts. Accordingly, investors may experience a loss as a result of a
decreasing stock price and Energy Services may not be able to raise future
capital, if necessary, in the equity markets.
The Company will
have
significant goodwill as a result of
the ST Pipeline and C.J. Hughes Acquisitions
.
The
aggregate purchase price of the ST Pipeline and C.J. Hughes transactions totals
$53.2 million. Total goodwill recorded from the transactions was
approximately $37.3 million. The goodwill associated with the
acquisition of C.J. Hughes, a related party, was $29.6 million. The goodwill is
attributable to the enterprise value of the companies arising from the
historical and projected earnings of the company, as well as its skilled and
seasoned workforce, its management team and the industry and market in which it
operates. Under SFAS Statement No 142, goodwill is not amortized but
is evaluated at least annually for impairment. Impairment may result
from, among other things, deterioration in the performance of the acquired
companies, decrease in the value or significant change in the use of the
companies' assets, adverse market conditions, adverse changes in applicable laws
or regulations, unanticipated competition, loss of key personnel and a variety
of other circumstances. Any impairment losses are charged directly against
earnings in the period realized and could have a material adverse effect on our
consolidated financial results for that period.
If
our initial stockholders exercise their registration rights, such exercise may
have an adverse effect on the market price of our common stock.
Our
initial stockholders are entitled to demand, under certain circumstances, that
we register the resale of their 2,150,000 shares of common stock and the
3,076,923 shares of common stock issuable upon exercise of the warrants they now
hold so that they may resell such shares in the public market. In
addition, we have agreed to register, under certain circumstances, 450,000
shares of common stock and an additional 900,000 shares of common stock issuable
upon exercise of warrants which are now subject to a purchase option held by
Ferris, Baker Watts, Incorporated, the managing underwriter for our initial
public offering. If our initial stockholders and Ferris, Baker Watts,
Incorporated exercise their registration rights with respect to all of their
shares of common stock (including the warrant shares), those additional
6,576,923 shares of common stock will be eligible for trading in the public
market. We have granted registration rights to former stockholders of
C.J. Hughes with respect to the 2,964,763 Energy Services shares which we have
issued to them.
As
described in the previous paragraph, there are a total of 9,541,686 shares that
are subject to registration rights which are now held by or are issuable to our
initial stockholders, Ferris, Baker Watts, Incorporated and the former C.J.
Hughes stockholders. These 9,541,686 shares represent 69.8% of the
13,714,763 shares of common stock which we had outstanding on August 18,
2008. The presence of these additional numbers of outstanding or
issuable shares of common stock eligible for trading in the public market may
have an adverse effect on the market price of Energy Services common
stock.
Each
of ST Pipeline and C.J. Hughes will be dependent upon key management executives
whose loss may adversely impact Energy Services’ business.
Each of
ST Pipeline and C.J. Hughes depends on the expertise, experience and continued
services of their management. The loss of management, or an inability to attract
or retain other key individuals following the acquisitions, could materially
adversely affect Energy Services. Energy Services will seek to compensate
management, as well as other employees, through competitive salaries, bonuses
and other incentive plans, but there can be no assurance that these programs
will allow Energy Services to retain key management executives or hire new key
employees.
Each
of ST Pipeline and C.J. Hughes’ operations may not be able to generate
sufficient cash flows to meet Energy Services’ debt service
obligations.
Energy
Service’s ability to make payments on indebtedness it will assume in connection
with the C.J. Hughes acquisition will depend on its ability to generate cash
from ST Pipeline’s and C.J. Hughes’ operations. These businesses may not
generate sufficient cash flow from operations to enable it to repay this
indebtedness and to fund other liquidity needs, including capital expenditure
requirements. The indebtedness to be incurred by Energy Services’ under the
credit facility will bear interest at variable rates, and therefore if interest
rates increase, Energy Services’ debt service requirements will increase. In
such case,
Energy Services may need to refinance or
restructure all or a portion of its indebtedness on or before maturity. Energy
Services may not be able to refinance any of its indebtedness, including the new
credit facility, on commercially reasonable terms, or at all. Following
the acquisition, Energy Services’ expected debt service obligation is initially
estimated to be approximately $225,000 in interest payments per annum, which
amount will be reduced each year in accordance with scheduled debt amortization
payments, if made. In addition, debt service requirements will also include
scheduled quarterly principal payments starting at $250,000 during each year of
the facility. If Energy Services cannot service or refinance its indebtedness,
it may have to take actions such as selling assets, seeking additional equity or
reducing or delaying capital expenditures, any of which could have a material
adverse effect on ST Pipeline and C.J. Hughes’ operations and financial
condition.
Servicing
debt could limit funds available for other purposes.
Following
the acquisition, Energy Services will use cash from the operations of ST
Pipeline and C.J. Hughes to pay the principal and interest on its consolidated
debt. These payments limit funds available for other purposes, including
expansion of Energy Services’ operations through acquisitions, funding future
capital expenditures and the payment of dividends.
Future acquisitions of businesses by Energy Services
would subject Energy Services to additional business, operating and industry
risks, the impact of which cannot presently be evaluated, and could adversely
impact Energy Services’ capital structure.
Energy
Services intends to pursue other acquisition opportunities in an effort to
diversify its investments and/or grow our business lines. Any business acquired
by Energy Services may cause it to be affected by numerous risks inherent in the
acquired business’ operations. If Energy Services acquires a business in an
industry characterized by a high level of risk, it may be affected by the
currently unascertainable risks of that industry. Although Energy Services’
management will endeavor to evaluate the risks inherent in a particular industry
or target business, Energy Services cannot assure you that it will be able to
properly ascertain or assess all of the significant risk factors.
In
addition, the financing of any acquisition completed by Energy Services could
adversely impact Energy Services’ capital structure as any such financing would
likely include the issuance of additional equity securities and/or the borrowing
of additional funds. The issuance of additional equity securities may
significantly reduce the equity interest of Energy Services’ stockholders and/or
adversely affect prevailing market prices for Energy Services’ common stock.
Increasing Energy Services’ indebtedness could increase the risk of a default
that would entitle the holder to declare all of such indebtedness due and
payable and/or to seize any collateral securing the indebtedness. In addition,
default under one debt instrument could in turn permit lenders under other debt
instruments to declare borrowings outstanding under those other instruments to
be due and payable pursuant to cross default clauses. Accordingly, the financing
of future acquisitions could adversely impact Energy Services’ capital structure
and your equity interest in Energy Services.
Except as
required by law or the rules of any securities exchange on which Energy
Services’ securities might be listed at the time it seeks to consummate a
subsequent acquisition, you will not be asked to vote on any such proposed
acquisition and no redemption rights in connection with any such acquisition
will exist.
If Energy Services fails to maintain effective systems
for disclosure controls and internal controls over financing reporting as a
result of the acquisitions assets, it may be unable to comply with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely
manner.
In
assuming assets that are part of ongoing business operations, Energy Services
will face the risk that deficiencies and weaknesses in internal controls over
financial reporting may be identified during the transition phase to a business
subject to the requirements of Section 404 of the Sarbanes-Oxley Act. Energy
Services will be responsible for developing and establishing its own systems,
processes and procedures to adequately and effectively monitor disclosure
controls and internal controls over financial reporting. Energy Services
believes that the cost involved to develop these systems will range from
$250,000 to $400,000 and will take approximately 18 months to
complete.
Section
404 of the Sarbanes-Oxley Act of 2002 will require Energy Services to document
and test the effectiveness of its internal controls over financial reporting in
accordance with an established internal control framework and to report on its
conclusion as to the effectiveness of its internal controls. This requirement
will be effective in the first year that Energy Services is considered to be an
“accelerated filer” under SEC rules and regulations, if Energy Services is a
“non-accelerated filer” this requirement will be effective for the fiscal year
ended September 30, 2008. It will also require an independent
registered public accounting firm to test Energy Services’ internal controls
over financial reporting and report on the effectiveness of such controls. The
auditor’s attestation report is required in the first year that Energy Services
is an accelerated filer, or for the fiscal year ended September 30, 2010, if
Energy Services is a non-accelerated filer. It may cost Energy
Services more than it expects to comply with these controls and procedure
related requirements. If Energy Services discovers areas of its internal
controls that need improvement, Energy Services cannot be certain that any
remedial measures taken will ensure that it implements and maintains adequate
internal controls over financial processes and reporting in the future. Any
failure to implement required new or improved controls, or difficulties
encountered in their implementation could harm Energy Services’ operating
results or cause Energy Services to fail to meet its reporting obligations.
Risks
Associated With ST Pipeline’s and C.J. Hughes’ Respective
Businesses
ST Pipeline’s and C.J. Hughes’
respective businesses are substantially dependent on the level of capital
expenditures in the oil and gas industry and lower capital expenditures will
adversely affect ST Pipeline and C.J. Hughes results of
operations
.
The
demand for ST Pipeline and C.J. Hughes services depends on the condition of the
oil and gas industry and, in particular, on the capital expenditures of
companies engaged in the production of oil and natural gas. Capital
expenditures by these companies are primarily influenced by three
factors:
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the
oil and gas industry’s ability to economically justify placing discoveries
of oil and gas reserves in
production;
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the
oil and gas industry’s need to clear all structures from the lease once
the oil and gas reserves have been depleted;
and
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Historically,
prices of oil and natural gas exploration, development and production have
fluctuated substantially. A sustained period of substantially reduced
capital expenditures by oil and gas companies will result in continued decreased
demand for ST Pipeline’s and C.J. Hughes services, low margins, and possibly net
losses.
ST
Pipeline and C.J. Hughes each depends on significant customers.
ST
Pipeline derives a significant amount of its revenues from a small number of
customers. For example, sales to Equitrans represented approximately
92% of their consolidated revenue in 2007. The inability to perform
services for a number of large existing customers, if not offset by contracts
with new or other existing customers, could have a material adverse effect on ST
Pipeline’s business and operations.
C.J.
Hughes derives a significant amount of its revenues from a small number of
customers. For example, sales to Hitachi of America represented
approximately 30.2% of their consolidated revenue in 2007. The
inability to perform services for a number of large existing customers, if not
offset by contracts with new or other existing customers, could have a material
adverse effect on C.J. Hughes’ business and operations.
If
ST Pipeline or C.J. Hughes are unable to attract and retain skilled workers,
their businesses will be adversely affected.
Each of
ST Pipeline’s and C.J. Hughes’ operations depend substantially upon the ability
to retain and attract project managers, project engineers and skilled
construction workers such as welders, electricians, pipefitters, and equipment
operators. The demand for skilled workers in the gas pipeline
construction replacement and repair industry is currently high, and the supply
is limited. As a result of the cyclical nature of the oil and gas
industry as well as the physically demanding nature of the work, skilled workers
may choose to pursue employment in other fields. A significant
increase in the wages paid or benefits offered by competing employers could
result in a reduction in the skilled labor force, increases in employee costs,
or both. If either of these events occurs, ST Pipeline’s and/or C.J.
Hughes operations and results could be materially adversely
affected.
The
gas pipeline construction industry is highly competitive.
Contracts
for ST Pipeline’s services are generally awarded on a competitive bid basis, and
price is a primary factor in determining who is awarded the
project. Customers also consider availability and capability of
equipment, reputation, experience, and the safety record of the contender in
awarding jobs. During industry down cycles in particular, ST Pipeline
may have to accept lower rates for its services or increased contractual
liabilities which could result in lower profits or even losses.
Contracts
for C.J. Hughes’ services are generally awarded on a competitive bid basis, and
price is a primary factor in determining who is awarded the
project. Customers also consider availability and capability of
equipment, reputation, experience, and the safety record of the contender in
awarding jobs. During industry down cycles in particular, C.J. Hughes
may have to accept lower rates for its services or increased contractual
liabilities which could result in lower profits or even losses.
Key
management may leave us.
Our
business strategy in acquiring ST Pipeline is dependent upon the skills and
knowledge of James E. Shafer. Mr. Shafer will be responsible for the
day-to-day operations of ST Pipeline’s business. We believe that the
special knowledge of Mr. Shafer gives us a competitive advantage. If
Mr. Shafer leaves, we may be unable to hire a suitable replacement to operate ST
Pipeline’s business. Although Mr. Shafer has entered into an
employment agreement with Energy Services, there is no assurance that he will
remain with us.
Compliance
with environmental and other governmental regulations could be costly and could
negatively impact ST Pipeline’s and C.J. Hughes’ operations.
ST
Pipeline and C.J. Hughes operations are subject to and affected by various types
of governmental regulations, including many federal, state and local
environmental protection laws and regulations. These laws and
regulations are becoming increasingly complex and stringent, and compliance may
become increasingly difficult and expensive. We may be subject to
significant fines and penalties for non-compliance, and some environmental laws
impose joint and several “strict liability” for releases of oil and hazardous
substances, regardless of whether ST Pipeline or C.J. Hughes was negligent or at
fault. These laws and regulations may expose ST Pipeline or C.J.
Hughes to liability for the conduct of or conditions caused by others or for our
acts that complied with all applicable laws at the time ST Pipeline and C.J.
Hughes performed the acts.
ST Pipeline and C.J. Hughes each operates in a highly
competitive, fragmented industry in which price competition is
intense.
ST
Pipeline and C.J. Hughes each encounters substantial competition from other
contractors, many of which are larger and better financed. ST
Pipeline’s and C.J. Hughes’ primary market areas are highly fragmented and
competitive. ST Pipeline and C.J. Hughes’ contracts are usually
awarded on the basis of competitive bids. Pricing and availability
are the primary factors potential customers consider in determining which
contractor to select.
There can
be no assurance that either ST Pipeline or C.J. Hughes will be able to compete
effectively with other companies in its same market.
Risks
Related to Our Future Combined Operations
Energy
Services does not have operations, and neither ST Pipeline nor C.J. Hughes has
operated as a public company. Fulfilling our obligations incident to
being a public company after the acquisitions will be expensive and time
consuming.
Both we,
as a company without business operations, and each of ST Pipeline and C.J.
Hughes, as formerly private companies, have maintained relatively small finance
and accounting staffs. Following the completion of the acquisitions,
we have had to increase the level of expertise of our financial reporting staff
to include persons with expertise in public company financial
reporting. Helping them become familiar with the requirements of
operating a public company under the federal securities laws could be expensive
and time-consuming and lead to various regulatory issues that may adversely
affect our operations, including significantly increasing our costs and reducing
our net income, if any.
Energy
Services, ST Pipeline and C.J. Hughes currently have no internal audit
group. Although we have maintained disclosure controls and procedures
and internal control over financial reporting as required under the federal
securities laws with respect to our very limited activities, we have not been
required to maintain and establish such disclosure controls and procedures and
internal control as will be required with respect to businesses such as ST
Pipeline and C.J. Hughes with substantial operations. As private
companies, ST Pipeline and C.J. Hughes were not subject to the public company
reporting requirements of the Sarbanes-Oxley Act of 2002, nor the reporting
requirements of the Securities Exchange Act of 1934, and therefor their internal
controls and procedures had not been established according to the standards
established by the Public Company Accounting Oversight Board, or the
PCAOB. Under the Sarbanes-Oxley Act of 2002 and the related rules and
regulations of the SEC, as well as the rules of the American Stock Exchange, we
have needed to implement additional corporate governance practices and adhere to
a variety of reporting requirements and complex accounting rules, including the
standards established by the PCAOB. Compliance with these obligations
will require significant management time, place significant additional demands
on our finance and accounting staff and on our financial, accounting and
information systems, and increase our insurance, legal and financial compliance
costs. We may also need to hire additional accounting and financial
staff with appropriate public company experience and technical accounting
knowledge.
Risks
Associated with Energy Services’ Warrants
Energy
Services may choose to redeem its outstanding warrants at a time that is
disadvantageous to our warrant holders.
Subject
to there being a current prospectus under the Securities Act of 1933 with
respect to the shares of common stock issuable upon exercise of the warrants
issued as a part of the units in Energy Services’ initial public offering,
during the entire period between the notice of redemption and the actual
redemption date, Energy Services may redeem the warrants at any time after the
warrants become exercisable, in whole and not in part, at a price of $.01 per
warrant, upon a minimum of 30 days prior written notice of redemption, if and
only if, the last sales price of our common stock equals or exceeds $8.50 per
share for any 20 trading days within a 30-trading-day period ending three
business days before the notice of redemption is sent. Redemption of the
warrants could force the warrant holders (i) to exercise the warrants and pay
the exercise price therefor at a time when it may be disadvantageous for the
holders to do so, (ii) to sell the warrants at the then current market price
when they might otherwise wish to hold the warrants, or (iii) to accept the
nominal redemption price which, at the time the warrants are called for
redemption, is likely to be substantially less than the market value of the
warrants.
Although
Energy Services is required to (and intends to) use its best efforts to have an
effective registration statement covering the issuance of the shares underlying
the warrants issued in its initial public offering at the time that the warrant
holders exercise their warrants, Energy Services cannot guarantee that a
registration statement will be effective, in which case the warrant holders may
not be able to exercise their warrants.
Holders
of the warrants issued in Energy Services’ initial public offering will be able
to receive shares upon exercise of the warrants only if (i) a current
registration statement under the Securities Act of 1933 relating to the shares
of common stock underlying the warrants is then effective and (ii) such shares
are qualified for sale or exempt from qualification under the applicable
securities laws of the states in which the various holders of warrants reside.
Although Energy Services has agreed in the warrant agreement, and therefore has
a contractual obligation, to use its best efforts to maintain a current
registration statement covering the shares underlying the warrants to the extent
required by federal securities laws, and Energy Services intends to comply with
such agreement, Energy Services cannot give assurance that it will be able to do
so. In addition, some states may not permit Energy Services to register the
shares issuable upon exercise of its warrants for sale. Since Energy Services
has no obligation to net cash settle the warrants in the absence of an effective
registration statement, the value of the warrants will be greatly reduced if a
registration statement covering the shares issuable upon the exercise of the
warrants is not kept current or if the securities are not qualified, or exempt
from qualification, in the states in which the holders of warrants reside.
Holders of warrants who reside in jurisdictions in which the shares underlying
the warrants are not qualified and in which there is no exemption will be unable
to exercise their warrants and would either have to sell their warrants in the
open market or allow them to expire unexercised. If and when the warrants become
redeemable by Energy Services, Energy Services may exercise its redemption
right even if it is unable to qualify the underlying securities for sale under
all applicable state securities laws. In light of the foregoing, the warrants
may expire and become worthless and a purchaser of units may have paid the full
unit purchase price solely for the share component of the units.
USE
OF PROCEEDS
Assuming
the exercise of all the warrants, we will receive gross proceeds of $86,000,000,
excluding any proceeds received in connection with the exercise of the warrants
included in the option issued to Ferris, Baker Watts, Incorporated. We intend to
use the proceeds from the exercise of the warrants for working capital,
operating expenses and other general corporate purposes, including possible
acquisitions. There is no assurance that the holders of the warrants will elect
to exercise any or all of the warrants.
DETERMINATION
OF OFFERING PRICE
The
offering price of the shares of common stock offered hereby is determined by
reference to the exercise price of the warrants. The exercise price of the
warrants is $5.00 per share (except that the warrants issuable to Ferris, Baker
Watts, Incorporated have an exercise price of $6.25) and was
determined at the time of the initial public offering.
PLAN
OF DISTRIBUTION
Pursuant
to the terms of the warrants, the shares of common stock will be distributed to
those warrant holders who surrender the certificates representing the warrants
and provide payment of the exercise price through their brokers to our warrant
agent, Continental Stock Transfer & Trust Company. We do not know if or when
the warrants will be exercised. We also do not know whether any of the shares
acquired upon exercise will be sold.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
incorporate by reference the filed documents listed below, except as superseded,
supplemented or modified by this prospectus, and any future filings we will make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”):
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|
·
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our
Annual Reports on Form 10-K for the fiscal period ended September 30, 2006
and 2007;
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|
|
·
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our
Quarterly Reports on Form 10-Q for the fiscal periods ended December 31,
2006, March 31, 2007, June 30, 2007, December 31, 2007, March
31, 2008 and June 30, 2008;
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|
|
·
|
our
Current Reports on Form 8-K dated September 6, 2006, October 3, 2006,
January 18, 2008, February 14, 2008, February 24, 2008, June 27, 2008,
July 15, 2008, July 31, 2008 and August 15,
2008;
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|
|
·
|
the
description of our common stock contained in our Form 8-A and 8-A/A filed
August 25, 2006 and August 29, 2006,
respectively;
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|
|
·
|
our
Definitive Proxy Statement filed June 13, 2008;
and
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|
|
·
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all
documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus and prior
to the termination of this offering of
securities
|
Potential
investors may obtain a copy of any of the agreements summarized herein (subject
to certain restrictions because of the confidential nature of the subject
matter) or any of our SEC filings without charge by written or oral request
directed to Energy Services of America Corporation, 2450 First Avenue,
Huntington, West Virginia 25703, Attention: Marshall T. Reynolds, Chairman and
Chief Executive Officer.
You
should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of those documents.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus is being passed upon for
us by Luse Gorman Pomerenk & Schick, P.C., Washington, D.C.
EXPERTS
The
financial statements included in this prospectus and in the registration
statement have been audited by Castaing, Hussey & Lolan LLC, CPAs, to the
extent and for the period set forth in their report appearing elsewhere in this
prospectus and in the registration statement. The financial statements and the
report of Castaing, Hussey & Lolan LLC, CPAs are included in reliance upon
their report given upon the authority of Castaing, Hussey & Lolan LLC, CPAs
as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We have
filed with the SEC a registration statement on Form S-1, which includes
exhibits, schedules and amendments, under the Securities Act, with respect to
this offering of our securities. Although this prospectus, which forms a part of
the registration statement, contains all material information included in the
registration statement, parts of the registration statement have been omitted as
permitted by rules and regulations of the SEC. We refer you to the registration
statement and its exhibits for further information about us, our securities and
this offering. The registration statement and its exhibits, as well as our other
reports filed with the SEC, can be inspected and copied at the SEC’s public
reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may
obtain information about the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web site at
http://www.sec.gov which contains the Form S-1 and other reports, proxy and
information statements and information regarding issuers that file
electronically with the SEC.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14.
OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION.
The
estimated expenses payable by us in connection with the offering described in
this registration statement (other than the underwriting discount and
commissions) will be as follows:
|
SEC
Registration Fee
|
|
$
|
0
|
|
|
FINRA
filing fee
|
|
$
|
0
|
|
|
American
Stock Exchange Fee
|
|
$
|
0
|
|
|
Accounting
fees and expenses
|
|
$
|
1,000
|
|
|
Printing
and engraving expenses
|
|
$
|
10,000
|
|
|
Legal
fees and expenses
|
|
$
|
10,000
|
|
|
Miscellaneous
(1)
|
|
$
|
5,000
|
|
|
Total
|
|
$
|
26,000
|
|
|
(1)
|
This
amount represents additional expenses that may be incurred by the Company
in connection with the offering over and above those specifically listed
above, including distribution and mailing
costs.
|
ITEM
15.
INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
Our
certificate of incorporation provides that all directors, officers, employees
and agents of the registrant shall be entitled to be indemnified by us to the
fullest extent permitted by Section 145 of the Delaware General Corporation
Law.
“Section
145 of the Delaware General Corporation Law concerning indemnification of
officers, directors, employees and agents is set forth below.
“Section
145. Indemnification of officers, directors, employees and agents;
insurance.
(a) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person’s conduct was unlawful.
(b) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any
indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses
(including attorneys’ fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys’ fees) incurred
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and
as to action in another capacity while holding such office.
(g) A
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
(h) For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
(i) For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation’s obligation to advance expenses (including attorneys’
fees).”
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of expenses
incurred or paid by a director, officer or controlling person in a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to the court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Paragraph
B of Article Seventeenth of our Certificate of Incorporation
provides:
“The
Corporation, to the full extent permitted by Section 145 of the GCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby.”
Pursuant
to the Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement, we have agreed to indemnify the Underwriter and the Underwriter has
agreed to indemnify us against certain civil liabilities that may be incurred in
connection with this offering, including certain liabilities under the
Securities Act.
ITEM
16.
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.
(a) The
following exhibits are filed as part of this Registration
Statement:
|
Exhibit
No.
|
Description
|
|
1.1
|
Form
of Underwriting Agreement.*
|
|
1.2
|
Form
of Selected Dealers Agreement.*
|
|
3.1
|
Amended
and Restated Certificate of Incorporation.*
|
|
3.2
|
Bylaws.*
|
|
3.3
|
Certificate
of Amendment to the Registrant’s Certificate of
Incorporation.*
|
|
4.1
|
Specimen
Unit Certificate.*
|
|
4.2
|
Specimen
Common Stock Certificate.*
|
|
4.3
|
Specimen
Warrant Certificate.*
|
|
4.4
|
Form
of Unit Purchase Option.*
|
|
4.5
|
Form
of Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.*
|
|
5.1
|
Opinion
of Luse Gorman Pomerenk & Schick, P.C.*
|
|
10.1
|
Letter
Agreements among the Registrant, Ferris, Baker Watts, Incorporated, and
Officers and Directors.*
|
|
10.2
|
Form
of Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the Registrant.*
|
|
10.3
|
Form
of Stock Escrow Agreement between the Registrant, Continental Stock
Transfer & Trust Company and the Initial
Stockholders.*
|
|
10.4
|
Form
of Letter Agreement between Chapman Printing Co. and the Registrant
regarding administrative support.*
|
|
10.5
|
Advance
Agreement between the Registrant and Marshall T. Reynolds, dated March 31,
2006.*
|
|
10.6
|
Form
of Amended Registration Rights Agreement among the Registrant and the
Initial Stockholders.*
|
|
10.7
|
Warrant
Placement Agreement between Marshall T. Reynolds, Edsel Burns, Douglas
Reynolds, Jack Reynolds, Neal Scaggs, Joseph Williams and Ferris, Baker
Watts, Incorporated.*
|
|
23.1
|
Consent
of Castaing, Hussey & Lolan, LLC, CPAs.
|
|
23.2
|
Consent
of Luse Gorman Pomerenk & Schick, P.C. (included in Exhibit
5)*
|
|
24
|
Power
of Attorney (included on signature page of the Registration
Statement).*
|
|
99.1
|
Audit
Committee Charter.*
|
|
99.2
|
Code
of Ethics.*
|
* Previously
filed.
Item
17. Undertakings
The undersigned Registrant hereby
undertakes:
(1)
To file,
during any period in which it offers or sales are being made, a post-effective
amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof)
|
|
|
which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement;
|
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424 (§230.424 of this
chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Huntington, State of West
Virginia, on 27
th
day of
August, 2008.
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ENERGY SERVICES OF AMERICA
CORPORATION
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By:
|
/s/
Marshall T. Reynolds
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Marshall
T. Reynolds
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Chairman
of the Board and Chief Executive Officer
|
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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By:
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/s/
Marshall T. Reynolds
|
|
Chairman
of the Board,
Chief
Executive Officer and Secretary
(Principal
Executive Officer)
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|
August
27, 2008
|
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|
Marshall
T. Reynolds
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By:
|
/s/
Jack R. Reynolds
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President,
Chief Financial Officer
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|
August
27, 2008
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Jack
R. Reynolds
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and
Director
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(Principal
Financial and Accounting Officer)
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By:
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/s/
Edsel R. Burns
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Director
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|
August
27, 2008
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Edsel
R. Burns
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By:
|
/s/
Neal W. Scaggs
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Director
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August
27, 2008
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Neal
W. Scaggs
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By:
|
/s/
Joseph L. Williams
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Director
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August
27, 2008
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Joseph
L. Williams
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By:
|
/s/
Keith F. Molihan
|
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Director
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August
27, 2008
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Keith
F. Molihan
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By:
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/s/
Richard M. Adams, Jr.
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Director
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Richard
M. Adams, Jr.
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II- 7
Grafico Azioni Energy Services of America Corp. (AMEX:ESA)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Energy Services of America Corp. (AMEX:ESA)
Storico
Da Lug 2023 a Lug 2024
