SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
March 27, 2003
Date of Report (date of earliest event reported)
NATURAL GAS SERVICES GROUP, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Colorado 1-31398 75-2811855
---------------------------- --------------------- --------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
2911 SCR 1260, Midland, Texas 79706
----------------------------- ------------------
(Address of principal executive offices) (Zip Code)
(915) 563-3974
--------------------------------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On March 27, 2003, to be effective January 1, 2003, NGE Leasing, Inc.
("NGE"), a wholly-owned subsidiary of Natural Gas Services Group, Inc. ("Natural
Gas"), purchased and Hy-Bon Engineering Company, Inc. ("Hy-Bon") sold to NGE 28
of Hy-Bon's compressor packages. In consideration therefor, NGE paid Hy-Bon
$2,150,000.00. The $2,150,000.00 was borrowed by Natural Gas from its current
lender.
By the end of May 2003, Hy-Bon will withdraw as a member of Hy-Bon
Rotary Compression, L.L.C. effective as of January 1, 2003. In connection with
its withdrawal, Hy-Bon will receive $67,144.11 from Hy-Bon Rotary Compression,
L.L.C. NGE, as the other member of Hy-Bon Rotary Compression, L.L.C., will
retain all assets of Hy-Bon Rotary Compression, L.L.C. which as of December 31,
2002, had an unaudited aggregate value of $346,511.04. NGE plans to dissolve
Hy-Bon Rotary Compression, L.L.C. and NGE has agreed to not operate under the
name Hy-Bon.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
2.1 Purchase and Sale Agreement by and between Hy-Bon Engineering
Company, Inc. and NGE Leasing, Inc. (incorporated by reference
to Exhibit 2.1 to the Natural Gas Services Group, Inc. Current
Report on Form 8-K dated February 28, 2003)
10.1 First Amended and Restated Loan Agreement between Natural Gas
Services Group, Inc. and Western National Bank (excluding
Exhibit C - Notice of Borrowings; Exhibit D - Borrowing Base
Report; Exhibit E - Stock Pledge Agreement; Exhibit F -
Security Agreements; Exhibit G - Officer's Certificate;
Exhibit H - Guaranty Agreements; Exhibit J - Officer's
Certificate; Exhibit K - Compliance Certificate; Exhibit L -
Consolidated Current Ratio Calculation; Exhibit M -
Consolidated Tangible Net Worth Calculation; Exhibit N - Debt
Service Ratio; Exhibit O - Ratio of Consolidated Debt to
Consolidated Tangible Net Worth)
2
SIGNATURES
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: April 11, 2003 NATURAL GAS SERVICES GROUP, INC.
By: /s/ Wayne L. Vinson
-----------------------------
Wayne L. Vinson
President
3