Montage Resources : FormS-8

As filed with the Securities and Exchange Commission on June 13, 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

MONTAGE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	46-4812998
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
122 West John Carpenter Freeway, Suite 300
Irving, Texas	75039
(Address of Principal Executive Offices)	(Zip Code)

Montage Resources Corporation 2019 Long-Term Incentive Plan

(Full title of the plan)

Paul M. Johnston

Executive Vice President, General Counsel and Corporate Secretary

Montage Resources Corporation

122 West John Carpenter Freeway, Suite 300

Irving, Texas 75039

(Name and address of agent for service)

[phone]

(Telephone number, including area code, of agent for service)

Copies to:

Bryn A. Sappington

Brandon Byrne

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

[phone]

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.

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

		Amount	Proposed	Proposed
		maximum	maximum
	Title of securities	to be	offering price	aggregate	Amount of
	to be registered	registered(1)	per share(2)	offering price(2)	registration fee
	Common Stock, par value $0.01 per share	2,650,000 shares	$6.64	$17,596,000	$2,132.64

1. Represents shares of common stock being registered for issuance under the Montage Resources Corporation 2019 Long-Term Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar events.
2. Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices per share of the common stock as reported by the New York Stock Exchange on June 12, 2019.

EXPLANATORY NOTE

In April 2019, the Board of Directors of Montage Resources Corporation (the "Company") adopted, subject to stockholder approval, the Montage Resources Corporation 2019 Long-Term Incentive Plan (the "Plan"), pursuant to which an aggregate of 2,650,000 shares of common stock, par value $0.01 per share, of the Company ("Common Stock") may be issued. The Company will seek stockholder approval of the Plan at the 2019 Annual Meeting of Stockholders of the Company scheduled to be held June 14, 2019. This Registration Statement on Form S-8 (this "Registration Statement") is being filed to register the offer and sale of up to 2,650,000 shares of Common Stock that may be issued under the Plan once stockholder approval is obtained.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with the SEC are incorporated in this Registration Statement by reference:

1. the Company's Annual Report on Form 10-Kfor the fiscal year ended December 31, 2018, filed with the SEC on March 15, 2019;
2. the Company's Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2019, filed with the SEC on May 9, 2019;
3. the Company's Current Reports on Form 8-K, filed with the SEC on January 7, 2019, January 15, 2019, February 11, 2019, March 6, 2019, April 16, 2019, and May 10, 2019(except, in each case, any information, including exhibits, furnished to the SEC pursuant Items 2.02 and 7.01); and
4. the description of the Common Stock contained in the Company's Registration Statement on Form 8-A(File No. 001-36511), filed with the SEC on June 19, 2014, including any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that we disclose under Item 2.02 or Item 7.01 (and any related exhibits) of any Current Report on Form 8-K that we may from time to time furnish to the SEC be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") empowers a Delaware corporation to indemnify any person who was or is a party to 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 rights of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

The Company's bylaws contain provisions that provide for the indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, applicable state and federal law, including the DGCL. In addition, the Company has entered into Indemnification Agreements (the "Indemnification Agreements") with each of its directors and certain officers of the Company. These Indemnification Agreements will require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock purchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit. The Company's certificate of incorporation provides for such limitation of liability.

The Company expects to maintain standard policies of insurance under which coverage is provided to the Company's directors and officers against loss arising from claims made by reason of a breach of duty or other wrongful act and to the Company with respect to payments which may be made by the Company to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

The exhibits to the Registration Statement are listed in the Exhibit Index to this Registration Statement and are incorporated herein by reference.