##### Table of Contents





As filed with the Securities and Exchange
    Commission on June 29, 2011
 
 Registration No. 333-173188
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 4
 
 to
 Form S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      C&J Energy Services,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

1389

20-5673219(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   10375 Richmond Avenue, Suite 2000
 Houston, Texas 77042
 (713) 260-9900
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  Theodore R. Moore
 Vice President-General Counsel
 C&J Energy Services, Inc.
 10375 Richmond Avenue, Suite 2000
 Houston, Texas 77042
 (713) 260-9900
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copies to:
  Jeffery K. Malonson
    Vinson & Elkins L.L.P.
    1001 Fannin Street, Suite 2500
    Houston, Texas 77002(713) 758-2222       Approximate date of commencement of proposed sale to the
    public:
  þ
  o
  o
  o
  Rule 12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
      The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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##### Table of Contents



The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and it is not soliciting an offer
to buy these securities in any jurisdiction where the offer or
sale is not permitted.


Subject to Completion, Dated
    June 29, 2011
 
    
  C&J Energy
    Services, Inc.
  28,768,000 shares
 Common Stock
    
   successors-in-interest.
 
   
   
  Investing in our common stock involves risks. Please read
    Risk Factors beginning on page 5 of this
    prospectus.
      The Securities and Exchange Commission and state securities
    regulators have not approved or disapproved of these securities,
    or determined if this prospectus is truthful or complete. Any
    representation to the contrary is a criminal offense.




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##### Table of Contents








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##### 



TABLE OF
    CONTENTS
  
  
 PageProspectusProspectus Summary


1Risk Factors


5Cautionary Note Regarding Forward-Looking
    Statements


16Use of Proceeds


17Dividend Policy


17Selected Consolidated Financial Data


18Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Business


39Management


51Executive Compensation and Other Information


60Security Ownership of Certain Beneficial Owners
    and Management


72Certain Relationships and Related Party
    Transactions


75Selling Stockholders


80Description of Capital Stock


91Shares Eligible for Future Sale


95Certain U.S. Federal Income Tax Considerations
    For
    Non-United
    States Holders


98Plan of Distribution


101Legal Matters


103Experts


103Change in Accountants


103Where You Can Find More Information


103Index To Financial Statements


F-1EX-23.1  
           Industry and
    Market Data
   i




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##### Table of Contents



PROSPECTUS
    SUMMARY  This summary provides a brief overview of information
    contained elsewhere in this prospectus. Because it is
    abbreviated, this summary does not contain all of the
    information that you should consider before investing in our
    common stock. You should read the entire prospectus carefully
    before making an investment decision, including the information
    presented under the headings Risk Factors beginning
    on page 5 of this prospectus, Cautionary Note
    Regarding Forward-Looking Statements on page 16 of
    this prospectus, Managements Discussion and Analysis
    of Financial Condition and Results of Operations beginning
    on page 20 of this prospectus, and the historical
    consolidated financial statements and related notes thereto
    included elsewhere in this prospectus.
 
 
  In this prospectus, unless the context otherwise requires,
    the terms C&J, we, us,
    our, and our company refer to C&J
    Energy Services, Inc. and its subsidiaries C&J Spec-Rent
    Services, Inc., or Spec-Rent, and Total E&S, Inc., or
    Total.
 
  Our
    Company
  Overview
 1




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Our
    Services
    Hydraulic Fracturing.
  Coiled Tubing.
  Pressure Pumping.
  Recent
    Developments
 
  Preliminary Results for Second Quarter Ended June 30,
    2011.
 2




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Acquisition of Total E&S, Inc.
 
 
   
   
   
  Corporate
    Information
  (713) 260-9900.
 3




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The
    Offering
  Common stock offered by the Selling Stockholders
    
    sharesCommon stock to be outstanding after this offering(1)
    
    sharesUse of Proceeds
    
    We will not receive any proceeds from the sale of shares by the
    selling stockholders.Risk Factors
    
    Investing in our common stock involves a high degree of risk.
    For a discussion of factors you should consider before making an
    investment, please read Risk Factors beginning on
    page 5 of this prospectus.Proposed New York Stock Exchange Symbol
    
    CJES 
  (1)
    The number of outstanding shares as of June 28, 2011
    excludes (i) 5,744,589 shares of common stock issuable
    upon exercise of options to be outstanding immediately after
    this offering, of which 1,925,653 currently are exercisable, and
    (ii) an aggregate of approximately 1,862,618 shares of
    common stock reserved and available for future issuance under
    the C&J Energy Services, Inc. 2010 Stock Option Plan, or
    the 2010 Plan. For additional information regarding the 2010
    Plan, please read Executive Compensation and Other
    Information  Components of Executive Compensation
    Program  Stock Options on page 64 of this
    prospectus. 
  Risk
    Factors
    
    Our business depends on the oil and natural gas industry and
    particularly on the level of exploration, development and
    production of oil and natural gas in the United States. Our
    markets may be adversely affected by industry conditions that
    are beyond our control.
    Because the oil and gas industry is cyclical, our operating
    results may fluctuate.
    Delays in delivery of our new fracturing fleets or future orders
    of specialized equipment from suppliers could harm our business,
    results of operations and financial condition.
    Delays in deliveries of key raw materials or increases in the
    cost of key raw materials could harm our business, results of
    operations and financial condition.
    There is potential for excess capacity in our industry.
    Federal legislation and state legislative and regulatory
    initiatives relating to hydraulic fracturing could result in
    increased costs and additional operating restrictions or delays
    as well as adversely affect our support services. 
  
    We participate in a capital-intensive industry. We may not be
    able to finance future growth of our operations or future
    acquisitions.
 4




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RISK
    FACTORS  You should carefully consider each of the following risk
    factors and all of the other information set forth in this
    prospectus before deciding to invest in our common stock. The
    risks and uncertainties described below are not the only ones we
    face. If any of the following risks actually occur, our
    business, financial condition and results of operations could be
    harmed and we may not be able to achieve our goals. If that
    occurs, the value of our common stock could decline and you
    could lose some or all of your investment.
  Risks Relating to
    Our Business
  Our business
    depends on the oil and natural gas industry and particularly on
    the level of exploration, development and production of oil and
    natural gas in the United States. Our markets may be adversely
    affected by industry conditions that are beyond our
    control.
    
    the supply of and demand for oil and natural gas, including
    current natural gas storage capacity and usage;
    the prices, and expectations about future prices, of oil and
    natural gas;
    the supply of and demand for hydraulic fracturing and other well
    service equipment in the United States;
    the cost of exploring for, developing, producing and delivering
    oil and natural gas;
    public pressure on, and legislative and regulatory interest
    within, federal, state and local governments to stop,
    significantly limit or regulate hydraulic fracturing activities;
    the expected rates of decline of current oil and natural gas
    production;
    lead times associated with acquiring equipment and products and
    availability of personnel;
    regulation of drilling activity;
    the discovery rates of new oil and natural gas reserves;
    available pipeline and other transportation capacity;
    weather conditions, including hurricanes that can affect oil and
    natural gas operations over a wide area;
    political instability in oil and natural gas producing countries;
    domestic and worldwide economic conditions;
    technical advances affecting energy consumption;
    the price and availability of alternative fuels; and
    merger and divestiture activity among oil and natural gas
    producers. 
   
 5




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The
    cyclicality of the oil and natural gas industry in the United
    States may cause our operating results to
    fluctuate.
    There is
    potential for excess capacity in our industry, which could
    adversely affect our business and operating
    results.
 
   
  Our inability
    to acquire or delays in the delivery of our new fracturing
    fleets or future orders of specialized equipment from suppliers
    could harm our business, results of operations and financial
    condition.
 
   
  Delays in
    deliveries of key raw materials or increases in the cost of key
    raw materials could harm our business, results of operations and
    financial condition.
   6




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Federal
    legislation and state legislative and regulatory initiatives
    relating to hydraulic fracturing could result in increased costs
    and additional operating restrictions or delays as well as
    adversely affect our support services.
   
   
   7




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Our executive
    officers and certain key personnel are critical to our business
    and these officers and key personnel may not remain with us in
    the future.
    Reliance upon
    a few large customers may adversely affect our revenues and
    operating results.
    We may not be
    able to renew our term contracts on attractive terms or at all,
    which could adversely impact our results of operations,
    financial condition and cash flows.
   
  We are
    vulnerable to the potential difficulties associated with rapid
    growth, acquisitions and expansion.
 
 
   
  
    lack of sufficient executive-level personnel;
    increased administrative burden;
    long lead times associated with acquiring additional equipment,
    including potential delays with respect to our four on-order
    fracturing fleets; and
    ability to maintain the level of focused service attention that
    we have historically been able to provide to our customers.   8




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We may be
    unable to employ a sufficient number of skilled and qualified
    workers.
    Our operations
    are subject to hazards inherent in the energy services
    industry.
      We participate
    in a capital-intensive industry. We may not be able to finance
    future growth of our operations or future
    acquisitions.
    Our industry
    is highly competitive and we may not be able to provide services
    that meet the specific needs of oil and natural gas exploration
    and production companies at competitive prices.
   9




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Covenants in
    our debt agreement restrict our business in many
    ways.
     
   
  Energy
    Spectrum and Citigroup/Stepstone will continue to have
    significant influence over us, including influence over
    decisions that require stockholder approval, which could limit
    your ability to influence the outcome of key transactions,
    including a change in control.
 
   
 10




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Failure to
    establish and maintain effective internal control over financial
    reporting could have a material adverse effect on our business,
    operating results and the trading price of our common
    stock.
      Weather
    conditions could materially impair our business.
    
    curtailment of services;
    weather-related damage to facilities and equipment, resulting in
    suspension of operations;
    inability to deliver equipment, personnel and products to job
    sites in accordance with contract schedules;
    increase in the price of insurance; and
    loss of productivity. 11




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Climate change
    legislation or regulations restricting emissions of greenhouse
    gases could result in increased operating costs and reduced
    demand for our services.
    and/or
 
   
  We are subject
    to extensive and costly environmental, health and safety laws,
    rules and regulations that may require us to take actions that
    will adversely affect our results of operations.
 
   
 12




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
    issuance of administrative, civil and criminal penalties;
    modification, denial or revocation of permits or other
    authorizations;
    imposition of limitations on our operations; and
    performance of site investigatory, remedial or other corrective
    actions. 
   
  More stringent
    trucking regulations may increase our costs and negatively
    impact our results of operations.
        New technology
    may hurt our competitive position.
   13




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Our senior
    executive officers and several of our directors may not be able
    to organize and effectively manage a publicly traded company,
    which could adversely affect our business, financial condition
    and results of operations.
 
    Risks Related to
    Our Common Stock
  We do not
    anticipate paying any dividends on our common stock in the
    foreseeable future.
    We will incur
    increased costs as a result of being a public
    company.
    
    institute a more comprehensive compliance function;
    design, establish, evaluate and maintain a system of internal
    controls over financial reporting in compliance with the
    requirements of Section 404 of the Sarbanes-Oxley Act of
    2002 and the related rules and regulations of the SEC and the
    Public Company Accounting Oversight Board, or PCAOB;
    comply with rules promulgated by the NYSE;
    prepare and distribute periodic public reports in compliance
    with our obligations under the federal securities laws;
    establish new internal policies, such as those relating to
    disclosure controls and procedures and insider trading; 14




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
    involve and retain to a greater degree outside counsel and
    accountants in the above activities; and
    establish an investor relations function.    Future
    issuances by us of common stock or convertible securities could
    lower our stock price and dilute your ownership in
    us.
 
   
  Provisions in
    our organizational documents and under Delaware law could delay
    or prevent a change in control of our company, which could
    adversely affect the price of our common stock.
 
   
  Future
    offerings of debt securities and preferred stock, which would
    rank senior to our common stock upon liquidation, may adversely
    affect the market value of common stock.
   15




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS   
  
    a sustained decrease in domestic spending by the oil and natural
    gas exploration and production industry;
    a decline in or substantial volatility of crude oil and natural
    gas commodity prices;
    delay in or failure of delivery of our new fracturing fleets or
    future orders of specialized equipment;
    the loss of or interruption in operations of one or more key
    suppliers;
    overcapacity and competition in our industry;
    the incurrence of significant costs and liabilities in the
    future resulting from our failure to comply, or our compliance
    with, new or existing environmental regulations or an accidental
    release of hazardous substances into the environment;
    the loss of, or inability to attract new, key management
    personnel;
    the loss of, or failure to pay amounts when due by, one or more
    significant customers;
    unanticipated costs, delays and other difficulties in executing
    our long-term growth strategy;
    a shortage of qualified workers;
    operating hazards inherent in our industry;
    accidental damage to or malfunction of equipment;
    an increase in interest rates;
    the potential inability to comply with the financial and other
    covenants in our debt agreements as a result of reduced revenues
    and financial performance or our inability to raise sufficient
    funds through assets sales or equity issuances should we need to
    raise funds through such methods;
    the continued influence of our Sponsors;
    the potential failure to establish and maintain effective
    internal control over financial reporting; and
    our inability to operate effectively as a publicly traded
    company. 16




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USE OF
    PROCEEDS   DIVIDEND
    POLICY   
 17




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SELECTED
    CONSOLIDATED FINANCIAL DATA   
   
  Period fromPeriod from October


January 1, 200617, 2006 (Inception


to October 16,


Three Months EndedYear Ended December 31,


Date) to December


2006


March 31,2010


2009


2008


2007


31, 2006


(Predecessor)1


2011


2010(In thousands except per share amounts)(Unaudited)Statement of Operations Data:Revenue

$
244,157


$
67,030


$
62,441


$
28,022


$
6,677


$
22,088


$
127,204


$
32,636Cost of sales


154,297



54,242



42,401



14,227



2,504



7,226



70,048



23,176Gross profit


89,860



12,788



20,040



13,795



4,173



14,862



57,156



9,460Selling, general and administrative expenses


17,998



9,533



8,950



7,427



2,283



4,691



8,825



2,867Loss (gain) on sale/disposal of assets


1,571



920



397



129



96



29



(90
)


(16
)Operating income


70,291



2,335



10,693



6,239



1,794



10,142



48,421



6,609Other income (expense):Interest income


9



4



5



50



15



81



1



Interest expense


(17,350
)


(4,712
)


(6,913
)


(5,786
)


(1,055
)


(2,742
)


(1,959
)


(2,998
)Lender fees


(322
)


(391
)


(511
)


(341
)


(114
)






(25
)


(53
)Other income


163















1



18



13



102Other expense


(150
)


(52
)


(68
)


(17
)














(1
)Total other expenses


(17,650
)


(5,151
)


(7,487
)


(6,094
)


(1,153
)


(2,643
)


(1,970
)


(2,950
)Income (loss) before income taxes


52,641



(2,816
)


3,206



145



641



7,499



46,451



3,659Provision (benefit) for income taxes


20,369



(386
)


2,085



868



199



2,999



17,366



1,416Net income (loss)

$
32,272


$
(2,430
)

$
1,121


$
(723
)

$
442


$
4,500


$
29,085


$
2,243Basic net income (loss) per share

$
0.70


$
(0.05
)

$
0.02


$
(0.02
)

$
0.01


$
0.04


$
0.61


$
0.05Diluted net income (loss) per share

$
0.67


$
(0.05
)

$
0.02


$
(0.02
)

$
0.01


$
0.04


$
0.60


$
0.05 18




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Period fromPeriod from October


January 1, 200617, 2006 (Inception


to October 16,


Three Months EndedYear Ended December 31,


Date) to December


2006


March 31,2010


2009


2008


2007


31, 2006


(Predecessor)1


2011


2010(In thousands)(Unaudited)Statement of Cash Flows Data:Capital expenditures

$
44,473


$
4,301


$
21,526


$
30,152


$
9,282


$
11,360


$
29,784


$
2,515Cash flow provided by (used in):Operating activities


44,723



12,056



8,611



8,377



855



6,240



19,716



3,086Investing activities


(43,818
)


(4,254
)


(20,673
)


(30,054
)


(108,760
)


(7,538
)


(27,442
)


(2,490
)Financing activities


734



(6,733
)


11,921



21,305



106,700



1,000



6,965



(1,640
)  As ofAs of


October 16,


As ofAs of December 31,


December


2006


March 31,2010


2009


2008


2007


31, 2006


(Predecessor)1


2011(In thousands)(Unaudited)Balance Sheet Data:Cash and cash equivalents

$
2,817


$
1,178


$
109


$
250


$
622


$
1,827


$
2,056Accounts receivable, net


44,354



12,668



13,362



4,409



5,557



4,842



71,769Inventories, net


8,182



2,463



861



581



440



450



14,459Property, plant and equipment, net


88,395



65,404



71,441



57,991



31,593



22,999



117,277Total assets


226,088



150,231



155,212



133,711



111,467



56,455



285,358Accounts payable


13,084



10,598



6,519



1,705



690



773



26,652Long-term debt and capital lease obligations, excluding current
    portion


44,817



60,668



25,041



56,773



51,700



28,755



49,067Total stockholders equity


109,446



65,799



68,099



66,797



56,265



24,173



140,663    (1)
    
    The statement of operations and statement of cash flows data for
    the period from January 1, 2006 through October 16,
    2006, and the balance sheet data as of October 16, 2006,
    are the statement of operations and statement of cash flows of
    our predecessor company, C&J Spec-Rent Services, Inc. 19




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MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with Selected Consolidated Financial
    Data beginning on page 18 of this prospectus and our
    financial statements and related notes appearing elsewhere in
    this prospectus. This discussion contains forward-looking
    statements based on our current expectations, estimates and
    projections about our operations and the industry in which we
    operate. Our actual results may differ materially from those
    anticipated in these forward-looking statements as a result of a
    variety of risks and uncertainties, including those described in
    this prospectus under Cautionary Note Regarding
    Forward-Looking Statements on page 16 of this
    prospectus and Risk Factors beginning on page 5
    of this prospectus. We assume no obligation to update any of
    these forward-looking statements.
  Overview
    How We Generate
    Our Revenues
   
   
    
    monthly payments for the committed hydraulic fracturing fleets
    under term contracts as well as prevailing market rates for spot
    market work, together with associated charges or handling fees
    for chemicals and proppants that are consumed during the
    fracturing process; and
    prevailing market rates for coiled tubing, pressure pumping and
    other related well stimulation services, together with
    associated charges for stimulation fluids, nitrogen and coiled
    tubing materials. 
  Hydraulic Fracturing.
 
 20




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
    mandatory monthly payments for a specified minimum number of
    hours of service per month;
    pre-agreed amounts for each hour of service in excess of the
    contracted minimum number of hours of service per month; and
    pre-agreed service charges for chemicals and proppant materials
    that are consumed during the fracturing process.  customer-to-customer month-to-month
 
   
  Coiled Tubing and Pressure Pumping. set-up
 21




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How We Manage
    Costs and Maintain Our Equipment
      How We Manage Our
    Operations
    Asset Utilization.
  Equipment Maintenance
    Performance.
  Customer Satisfaction.
 22




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Safety Performance.
  Our
    Challenges
   
  Equipment Supply.
 
 
  Hydraulic Fracturing
    Legislation.
 
    Financing Future Growth.
 23




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Outlook
   
  
    increased drilling in unconventional resource basins,
    particularly liquids-rich formations, through the application of
    horizontal drilling and completion technologies; 
 
  
    improved drilling efficiencies increasing the number of
    horizontal feet per day requiring completion services; 
 
  
    an increase in hydraulic fracturing intensity, particularly with
    increasingly longer laterals and a greater number of fracturing
    stages, in more demanding and technically complex
    formations; and 
 
  
    tight supply of hydraulic fracturing equipment resulting from
    increased attrition of existing equipment and supply chain
    constraints. 
  Results of
    Operations
   
   
 24




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Results for
    the Three Months Ended March 31, 2011 Compared to the Three
    Months Ended March 31, 2010
    Three Months Ended March 31,2011


2010


$ Change(unaudited)Revenue

$
127,204


$
32,636


$
94,568Cost of sales


70,048



23,176



46,872Gross profit


57,156



9,460



47,696Selling, general and administrative expenses


8,825



2,867



5,958Loss on sale/disposal of assets


(90
)


(16
)


(74
)Operating income


48,421



6,609



41,812Other income and expenses:Interest income


1







1Interest expense


(1,959
)


(2,998
)


1,039Lender fees


(25
)


(53
)


28Other income


13



102



(89
)Other expense






(1
)


1Total other expenses


(1,970
)


(2,950
)


980Income (loss) before income taxes


46,451



3,659



42,792Provision (benefit) for income taxes


17,366



1,416



15,950Net (loss) income

$
29,085


$
2,243


$
26,842   Revenue
    Cost of
    Sales
    Selling, General
    and Administrative Expenses (SG&A)
   25




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Interest
    Expense
    Income
    Taxes
    Results for
    the Year Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009
    Year Ended December 31,2010


2009


$ ChangeRevenue

$
244,157


$
67,030


$
177,127Cost of sales


154,297



54,242



100,055Gross profit


89,860



12,788



77,072Selling, general and administrative expenses


17,998



9,533



8,465Loss on sale/disposal of assets


1,571



920



651Operating income


70,291



2,335



67,956Other income and expenses:Interest income


9



4



5Interest expense


(17,350
)


(4,712
)


(12,638
)Lender fees


(322
)


(391
)


69Other income


163







163Other expense


(150
)


(52
)


(98
)Total other expenses


(17,650
)


(5,151
)


(12,499
)Income (loss) before income taxes


52,641



(2,816
)


55,457Provision (benefit) for income taxes


20,369



(386
)


20,755Net income (loss)

$
32,272


$
(2,430
)

$
34,702   Revenue
   26




---



##### Table of Contents



Cost of
    Sales
    Selling, General
    and Administrative Expenses (SG&A)
    Interest
    Expense
    Income
    Taxes
   27




---



##### Table of Contents



Results for
    the Year Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
    Year Ended December 31,2009


2008


$ ChangeRevenue

$
67,030


$
62,441


$
4,589Cost of sales


54,242



42,401



11,841Gross profit


12,788



20,040



(7,252
)Selling, general and administrative expenses


9,533



8,950



583Loss on sale/disposal of assets


920



397



523Operating income


2,335



10,693



(8,358
)Other income and expenses:Interest income


4



5



(1
)Interest expense


(4,712
)


(6,913
)


2,201Lender fees


(391
)


(511
)


120Other (expense) income


(52
)


(68
)


16Total other expenses


(5,151
)


(7,487
)


2,336Net (loss) income before (benefit) provision for income taxes


(2,816
)


3,206



(6,022
)(Benefit) provision for income taxes


(386
)


2,085



(2,471
)Net (loss) income

$
(2,430
)

$
1,121


$
(3,551
)   Revenue
    Cost of
    Sales
    Selling, General
    and Administrative Expenses (SG&A)
 
   
 28




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##### Table of Contents



Interest
    Expense
 
   
  Income
    Taxes
  book-to-tax
  Liquidity and
    Capital Resources
 
   
 
   
   
   
 29




---



##### Table of Contents



Capital
    Requirements
    
    growth capital expenditures, such as those to acquire additional
    equipment and other assets or upgrade existing equipment to grow
    our business; and
    maintenance capital expenditures, which are capital expenditures
    made to extend the useful life of partially or fully depreciated
    assets.      Financial
    Condition and Cash Flows
    Three MonthsEndedYears Ended December 31,


March 31,2010


2009


2008


2011


2010(unaudited)Cash flows provided by (used in):Operating activities

$
44,723


$
12,056


$
8,611


$
19,716


$
3,086Investing activities


(43,818
)


(4,254
)


(20,673
)


(27,442
)


(2,490
)Financing activities


734



(6,733
)


11,921



6,965



(1,640
)Change in cash and cash equivalents

$
1,639


$
1,069


$
(141
)

$
(761
)

$
(1,044
)   Cash Provided by
    Operating Activities
   30




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##### Table of Contents



Cash Flows Used
    in Investing Activities
    Cash Flows
    Provided by (Used in) Financing Activities
   31




---



##### Table of Contents



Contractual
    Obligations
    Less than








AfterContractual Cash
    Obligations

Total


1 Year


1-3 Years


4-5 Years


5 YearsCredit facility(1)(4)

$
49,408


$
28,946


$
20,462


$



$
Subordinated term loan(2)(4)


36,958



3,500



7,000



26,458



Operating leases


19,750



4,722



10,387



3,994



647Hydraulic fracturing fleet purchase obligations(3)


48,763



48,763











Other equipment purchase obligations


2,273



2,273











Total

$
157,152


$
88,204


$
37,849


$
30,452


$
647    (1)
    
    Includes estimated interest under the credit facility, assuming
    an interest rate of 5.0%.(2)
    
    Includes estimated interest under the subordinated term loan,
    assuming an interest rate of 14.0%.(3)
    
    Includes the remaining purchase obligations associated with
    Fleet 3, Fleet 4 and Fleet 5 as of December 31,
    2010. 
  (4)
    
    On April 19, 2011, we entered into a new five-year
    $200.0 million senior secured revolving credit agreement
    maturing on April 19, 2016. As of June 28, 2011,
    approximately $110.0 million was drawn under the new
    facility, bearing interest at 2.9%. Our existing senior credit
    facility and subordinated term loan were terminated and all
    amounts outstanding, including accrued and unpaid interest and
    early termination penalties, were paid in full. Please read
     Description of Our Indebtedness below
    for further discussion. 
    Off-Balance Sheet
    Arrangements
    Description of
    Our Indebtedness
   
  Senior Secured Credit Agreement.
 
 32




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Inflation
   33




---



##### Table of Contents



Quantitative and
    Qualitative Disclosures About Market Risks
    Interest Rate Risk.
  Concentration of Credit
    Risk.
  Commodity Price Risk.
  Critical
    Accounting Policies
     34




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##### Table of Contents



Property, Plant and
    Equipment.
  Goodwill, Intangible Assets and
    Amortization.
  Impairment of Long-Lived Assets.
     35




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##### Table of Contents



Revenue Recognition.
 
  Hydraulic Fracturing Revenue. agreed-upon
  Coiled Tubing and Pressure Pumping Revenue.
  Materials Consumed While Performing
    Services.
  Accounts Receivable and Allowance for Doubtful
    Accounts.
  Stock-Based Compensation.
 36




---



##### Table of Contents



Income Taxes.
         37




---



##### Table of Contents



Income Taxes
  Recently Adopted
    Accounting Pronouncements
  No. 2010-09, 2010-29. 2010-29 2010-29
 38




---



##### Table of Contents



BUSINESS  Overview
          Industry
    Overview
     39




---



##### Table of Contents



As ofJune 24,


As of December 31,2011


2010


2009


2008Horizontal U.S. Rig Count(1)


1,081



947



571



587As a Percentage of Total U.S. Rigs


57.4
%


55.9
%


48.0
%


34.1
%  
   (1)
    
    Estimate of activity as measured by Baker Hughes Incorporated.        Trends Impacting
    Our Business
  Ongoing Development of Existing and Emerging
    Unconventional Resource Basins.
 40




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##### Table of Contents



Increased Horizontal Drilling and Greater Service
    Intensity in Unconventional Basins.
 
  Increased Demand for Expertise to Execute Complex
    Completions.
  High Levels of Asset Utilization and Constrained Supply
    Growth.
  The Spread of Unconventional Drilling and Completion
    Techniques to the Redevelopment of Conventional
    Fields.
  Our
    Services
    Hydraulic Fracturing.
 41




---



##### Table of Contents



Coiled Tubing.
  Pressure Pumping.
  Sales and
    Marketing
    Customers
   42




---



##### Table of Contents



Seasonality
    Competition
        Safety
    Suppliers
 
   
 43




---



##### Table of Contents



Equipment
    
    Fleet 1:  consists of 17 pressure pumps
    representing 34,000 horsepower of capacity.
    Fleet 2:  consists of 12 pressure pumps
    representing 24,000 horsepower of capacity.
    Fleet 3:  consists of 21 pressure pumps
    representing 42,000 horsepower of capacity.
    Fleet 4:  consists of 21 pressure pumps
    representing 42,000 horsepower of capacity.
    Fleet 5 (on order):  consists of 15
    pressure pumps representing 30,000 horsepower of capacity.
    Fleet 6 (on order):  consists of 17
    pressure pumps representing 34,000 horsepower of capacity.
    Fleet 7 (on order):  consists of 16
    pressure pumps representing 32,000 horsepower of capacity.
    Fleet 8 (on order):  consists of 16
    pressure pumps representing 32,000 horsepower of capacity.   
   
      Principal
    Properties
   44




---



##### Table of Contents



Leased or

Expiration ofLocation

Type of Facility

Size

Owned

Lease500 North Shoreline Blvd., Suite 350 Corpus Christi, Texas
    78401

general office space

7,685 square feet of building space

Leased

July 31, 20155604 Medco Drive Marshall, Texas 75672

general office space, warehouse and maintenance center

14 acres, 37,000 square of building space

Land  Leased
    Building  Owned

December 18, 2011214 W. 13th Street Elk City, Oklahoma 73644

general office space, warehouse and repair facility

1.85 acres, 9,000 square feet of building space

Leased

January 14, 20124460 Highway 77 Robstown, Texas 78380

general office space, warehouse and maintenance center

14.6 acres, 61,000 square feet of building space

Owned

  
    Risk Management
    and Insurance
    
    personal injury or loss of life;
    damage to, or destruction of property, equipment, the
    environment and wildlife; and
    suspension of operations.         45




---



##### Table of Contents



knock-for-knock knock-for-knock
      Legal
    Proceedings
    Government
    Regulations
     46




---



##### Table of Contents



Environmental
    Matters
  and/or
     47




---



##### Table of Contents



48




---



##### Table of Contents



49




---



##### Table of Contents



and/or
    Employees
 
   
  Formation
  Spec-Rent
 50




---



##### Table of Contents



MANAGEMENT  Executive
    Officers and Directors
 
   
  
    Energy Spectrum is entitled to appoint one director, currently
    Mr. Benson; and
    Citigroup/StepStone is entitled to appoint one director,
    currently Mr. Friedman. 
   
  Name

Age

Position with Our
    CompanyJoshua E. Comstock


41


President, Chief Executive Officer and Chairman of the Board of
    DirectorsRandall C. McMullen, Jr.


36


Executive Vice President, Chief Financial Officer, Treasurer and
    DirectorBretton W. Barrier


45


Chief Operating OfficerTheodore R. Moore


33


Vice President  General Counsel and Corporate
    SecretaryBrandon D. Simmons


42


Vice President  Coiled TubingJohn D. Foret


47


Vice President  Coiled TubingWilliam D. Driver


45


Vice President  Hydraulic FracturingJ. P. Pat Winstead


54


Vice President  Sales and MarketingDarren M. Friedman


42


DirectorJames P. Benson


51


DirectorMichael Roemer


52


DirectorH. H. Tripp Wommack, III


55


DirectorC. James Stewart, III


62


Director   Joshua E. Comstock
   51




---



##### Table of Contents



Randall C. McMullen, Jr.
    Bretton W. Barrier El Paso/Coastal
  Theodore R. Moore
  Brandon D. Simmons
  John D. Foret
  William D. Driver
  J.P. Pat Winstead
 52




---



##### Table of Contents



Darren M. Friedman
    James P. Benson
    Michael Roemer
    H.H. Tripp
    Wommack, III
  and/or
 53




---



##### Table of Contents



C. James Stewart III
    Board of
    Directors
  time-to-time
  Board Diversity.
 
  Board Independence.
 
  Executive Sessions of Our Board of
    Directors.
  Risk Oversight.
 54




---



##### Table of Contents



Committees of the
    Board
    Nominating andCompensation

GovernanceName

Audit Committee

Committee

CommitteeJoshua E. ComstockRandall C. McMullen, Jr.Darren M. Friedman

*

*James P. Benson



*

**Michael Roemer

**

*

*H. H. Tripp Wommack, III

*

**C. James Stewart, III



*

*    *
    
    Member**
    
    Chairman    Audit Committee.
    
    oversee the quality, integrity and reliability of the financial
    statements and other financial information we provide to any
    governmental body or the public;
    oversee our compliance with legal and regulatory requirements;
    retain our independent registered public accounting firm;
    oversee the qualifications, performance and independence of our
    independent registered public accounting firm;
    oversee the performance of our internal audit function;
    oversee our systems of internal controls regarding finance,
    accounting, legal compliance and ethics that our management and
    board have established;
    provide an open avenue of communication among our independent
    registered public accounting firm, financial and senior
    management, the internal auditing department, and our board,
    always emphasizing that the independent registered public
    accounting firm is accountable to our Audit Committee; and
    perform such other functions as our board may assign to our
    Audit Committee from time to time.   55




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##### Table of Contents



Rule 10A-3
  Compensation Committee.
  
    review, evaluate, and approve our agreements, plans, policies,
    and programs to compensate our corporate officers;
    review and discuss with our management the Compensation
    Discussion and Analysis to be included in our proxy statement
    for the annual meeting of stockholders and to determine whether
    to recommend to our board that the Compensation Discussion and
    Analysis be included in the proxy statement, in accordance with
    applicable rules and regulations;
    produce our Compensation Committee Report for inclusion in the
    proxy statement, in accordance with applicable rules and
    regulations;
    otherwise discharge our boards responsibility relating to
    compensation of our corporate officers; and
    perform such other functions as our board may assign to our
    Compensation Committee from time to time. 56




---



##### Table of Contents



Nominating and Governance
    Committee.
  
    assist our board by identifying individuals qualified to become
    members of our board and recommend director nominees to our
    board for election at the annual meetings of stockholders or for
    appointment to fill vacancies;
    recommend director nominees to our board for each of its
    committees;
    advise our board about the appropriate composition of our board
    and its committees;
    advise our board about and recommend to our board appropriate
    corporate governance practices and assist our board in
    implementing those practices;
    lead our board in its annual review of the performance of our
    board and its committees;
    direct all matters relating to the succession of our Chief
    Executive Officer;
    review and make recommendations to our board with respect to the
    form and amount of director compensation; and
    perform such other functions as our board may assign to our
    Nominating and Governance Committee from time to time.   57




---



##### Table of Contents




    ensure the ability to attract, motivate and retain the talent
    necessary to provide qualified board leadership; and
    use the appropriate mix of long-term and short-term compensation
    to ensure high
    board/committee
    performance. 
   
  Compensation
    Committee Interlocks and Insider Participation
   
  Financial Code of
    Ethics for Chief Executive Officer, Chief Financial Officer,
    Controller and Certain Other Senior Financial Officers
 
 
   
 58




---



##### Table of Contents




    act ethically with honesty and integrity, including the ethical
    handling of actual or apparent conflicts of interest between
    personal and professional relations; 
  
    avoid conflicts of interest and disclose any material
    transactions or relationships that reasonably could be expected
    to give rise to a conflict of interest;
    work to ensure that we fully, fairly and accurately disclose
    information in a timely and understandable manner in all reports
    and documents that we file with the SEC and in other public
    communications made by us;
    comply with applicable governmental laws, rules and
    regulations; and 
  
    report any violations of the Financial Code of Ethics to the
    chairman of our Audit Committee. 
 
  Corporate Code of
    Business Conduct and Ethics
 
 
   
  
    honest and ethical dealing with each other, with our clients and
    vendors, and with all other third parties;
    respect for the rights of fellow employees and all third parties; 
  
    equal opportunity, regardless of age, race, gender, sexual
    orientation, religion, national origin, marital status,
    citizenship status, veteran status or disability; 
 
  
    fair dealing with the Companys customers, suppliers,
    competitors and employees; 
  
    avoidance of conflicts of interest;
    compliance with all applicable laws and regulations; 
  
    the protection and proper use of our assets; and 
 
  
    the reporting of any violations of the Corporate Code of
    Business Conduct and Ethics to the appropriate personnel. 
 59




---



##### Table of Contents



EXECUTIVE
    COMPENSATION AND OTHER INFORMATION  Compensation
    Discussion and Analysis
      pay-for-performance
  pay-for-performance
   60




---



##### Table of Contents



Objectives of Our
    Executive Compensation Program
    Key Components of Our Executive Compensation
    Programs.
  
    Base salary;
    Bonus awards;
    Stock options;
    Severance and change in control benefits; and
    Other benefits.    Setting 2010
    Executive Compensation
    
    Joshua E. Comstock, Chief Executive Officer, President and
    Chairman
    Randall C. McMullen, Jr., Executive Vice President, Chief
    Financial Officer and Treasurer
    Bretton W. Barrier, Chief Operations Officer
    J. P. Pat Winstead, Vice President  Sales
    and Marketing
    John D. Foret, Vice President  Coiled Tubing      Components of
    Executive Compensation Program
     61




---



##### Table of Contents



Base
    Salary
 
   
    Bonus
    Awards
  Annual Cash Bonus.
      
   
 62




---



##### Table of Contents



Registration Statement
    Bonus.
 
  Discretionary Bonus.
 
   63




---



##### Table of Contents



Stock
    Options
 
 
   
 
   
   
  Severance and
    Change in Control Benefits
 
 
   
 64




---



##### Table of Contents



Other
    Benefits
 
 
   
 
   
  Stock Ownership
    Guidelines
    Tax Deductibility
    of Executive Compensation
      Relation of
    Compensation Policies and Practices to Risk Management
     
   
 65




---



##### Table of Contents



Actions Taken
    After the 2010 Fiscal Year
      Summary
    Compensation Table
    Option


All OtherName and Principal Position

Year


Salary(1)


Bonus(2)


Awards(3)


Compensation(4)


TotalJoshua E. Comstock.


2010


$
284,750


$
1,785,000


$
11,149,535


$
23,195


$
13,242,480Chief Executive Officer, Presidentand ChairmanRandall C. McMullen, Jr.


2010


$
190,564


$
1,725,000


$
7,997,137


$
18,816


$
9,931,517Executive Vice President, ChiefFinancial OfficerBretton W. Barrier


2010


$
187,824


$
187,424


$
3,152,399


$
24,595


$
3,552,242Chief Operations OfficerJ.P. Pat Winstead.


2010


$
163,584


$
2,141,035






$
24,595


$
2,329,214Vice President  Sales and MarketingJohn D. Foret.


2010


$
184,809


$
187,424






$
19,908


$
392,141Vice President  Coiled Tubing    (1)
    
    The amounts in this column reflect
    the base salaries earned by each of the named executive officers
    during the 2010 fiscal year rather than the base salaries that
    were in effect at the end of the 2010 fiscal year. These amounts
    are calculated based on a base salary of $267,750, $178,500,
    $178,500, $158,000 and $178,500 from January 1, 2010
    through April 17, 2010; a base salary of $281,137,
    $187,425, $187,425, $165,900 and $187,425 from April 18,
    2010 through December 23, 2010; and a base salary of
    $625,000, $450,000, $325,000, $165,900 and $187,425 from
    December 24, 2010 through December 31, 2010, for
    Messrs Comstock, McMullen, Barrier, Winstead and Foret,
    respectively.(2)
    
    The amounts in this column reflect
    amounts earned for the 2010 fiscal year but which were paid
    during the 2011 year. The bonus amount for
    Mr. Comstock reflects the bonus provided for within his
    Previous Employment Agreement; amounts for Mr. McMullen
    include $840,000 provided for within his Previous Employment
    Agreement and a transactional bonus of $885,000; amounts for
    Mr. Barrier include $93,712 with respect to his
    discretionary bonus and a transactional bonus of 66




---



##### Table of Contents



$93,712; amounts for
    Mr. Winstead include $82,950 with respect to his
    discretionary bonus and $2,058,085 with respect to his
    transactional bonus; and amounts for Mr. Foret include
    $93,712 with respect to his discretionary bonus and $93,712 with
    respect to his transactional bonus.(3)
    
    The amounts in this column
    represent the grant date fair value of each stock option award
    granted under our 2006 and 2010 Plans, computed in accordance
    with FASB ASC Topic 718. Please read Note 9 to our
    consolidated financial statements for the fiscal year ended
    December 31, 2010 included elsewhere in this prospectus for
    a discussion of the assumptions used in determining the grant
    date fair value of these awards.(4)
    
    The amounts in this column reflect
    payments to each of the named executive officers in the amount
    of $6,995 for company subsidized health care benefits and $9,800
    for company matching contributions to each of the
    executives 401(k) Plan account. For Mr. Comstock,
    amounts also include a $6,400 payment for a monthly automobile
    allowance during the months of January to May of 2010 and for
    the use of a company-owned vehicle and associated automobile
    insurance and maintenance costs for the remainder of the year.
    For Messrs. McMullen and Foret, amounts include $2,020 and
    $3,113, respectively, for the use of a company-owned vehicle and
    associated automobile insurance and maintenance costs, and for
    Messrs. Barrier and Winstead, $7,800 each for an automobile
    allowance during the 2010 year.  Grants of
    Plan-Based Awards for the 2010 Fiscal Year
  Option



GrantAwards:

Exercise

Date FairNumber of

or Base

Value ofSecurities

Price of

Stock andGrant

Underlying

Option

OptionName

Date

Options

Awards(1)

AwardsJoshua E. Comstock


12/23/2010
(2)


1,662,468


$
10.00


$
11,033,39212/23/2010
(3)


17,500


$
10.00


$
116,143Randall C. McMullen, Jr.


12/23/2010
(2)


1,187,477


$
10.00


$
7,880,99312/23/2010
(3)


17,500


$
10.00


$
116,143Bretton W. Barrier


12/23/2010
(2)


474,991


$
10.00


$
3,152,399Pat Winstead














John D. Foret














     (1)
    
    The exercise price for the stock
    options granted December 23, 2010 was based upon the per
    share offering price that we used for our common stock offering
    in December 2010.(2)
    
    The stock option awards reflected
    in these columns were granted under the 2010 Plan.(3)
    
    The stock option awards reflected
    in these columns were granted under the 2006 Plan.     67




---



##### Table of Contents



Outstanding
    Equity Awards at 2010 Fiscal Year-End
    Number of

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

Option

OptionOptions

Options

Exercise

ExpirationName

Exercisable(1)

Unexercisable(2)

Price

DateJoshua E. Comstock


17,500



1,662,468


$
10.00



12/23/2020105,000






$
1.43



11/11/2018525,000






$
1.43



11/1/2016Randall C. McMullen, Jr.


17,500



1,187,477


$
10.00



12/23/2020161,000






$
1.43



11/11/201887,500






$
1.43



11/1/2016Bretton W. Barrier






474,991


$
10.00



12/23/2020157,500






$
1.43



1/30/2017Pat Winstead


42,000






$
1.43



11/11/201835,000






$
1.43



11/1/2016John D. Foret


7,000






$
1.43



11/11/201870,000






$
1.43



11/1/2016    (1)
    
    Each of the stock options reflected
    in this column were granted from the 2006 Plan and became fully
    vested on December 23, 2010.(2)
    
    Each of the stock options reflected
    in this column were granted on December 23, 2010 and will
    vest in equal installments on each of December 23, 2011,
    December 23, 2012, and December 23, 2013.  Option Exercises
    in the 2010 Fiscal Year
    Pension
    Benefits
 
   
  Nonqualified
    Deferred Compensation
    Stock Option
    Plans and Agreements
   68




---



##### Table of Contents



Potential
    Payments Upon Termination or Change in Control
           69




---



##### Table of Contents



th th
       70




---



##### Table of Contents



and/or forward-looking
  Without Cause orGood Reason

Without Cause orTermination,

Good Reasonor Non-Renewal

Termination,outside of

or Non-Renewala Change

in connection with

Termination Due toName and Principal Position

in Control(1)

Change in Control

Death or DisabilityJoshua E. ComstockSalary and Bonus

$
3,035,000


$
3,035,000


$
1,785,000Continued Medical


20,350



20,350



Total

$
3,055,350


$
3,055,350


$
1,785,000Randall C. McMullen, Jr.Salary and Bonus

$
1,740,000


$
1,740,000


$
840,000Continued Medical


20,350



20,350



Total

$
1,760,350


$
1,760,350


$
840,000Bretton W. BarrierSalary and Bonus

$
837,424


$
837,424


$
187,424Continued Medical


20,350



20,350



Total

$
857,774


$
857,774


$
187,424     (1)
    
    Amounts reflected in the
    Salary and Bonus line of this column were calculated
    by using the base salary of each executive officer on
    December 31, 2010, and the full amount of the bonus that
    each of the executives received for the 2010 year due to
    the fact that a termination on the last day of the year would
    not have resulted in a pro-rata bonus but rather a bonus for the
    entire 2010 year. However, the salary continuation amounts
    that are shown above are applicable only to a termination by us
    without cause, or for a termination by the executive for good
    reason; in the event that we did not renew the executives
    employment agreement outside of a change in control protection
    period, the amounts in the Salary and Bonus line of
    this column would instead be lowered to the following amounts:
    $2,410,000 for Mr. Comstock, $1,290,000 for
    Mr. McMullen and $512,424 for Mr. Barrier.  Director
    Compensation
    employee-directors,
       71




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SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   
  
 Percent ofAmount and

CommonNature or

StockBeneficial

BeneficiallyName of Beneficial Owner

Ownership(1)

Owned(1)5% Stockholders:StepStone Capital Partners II Onshore, L.P.(2)


1,038,462



2.2
%StepStone Capital Partners II Cayman Holdings, L.P.(3)


1,301,233



2.72006 Co-Investment Portfolio, L.P.(4)


2,047,787



4.3Citigroup Capital Partners II Employee Master Fund, L.P.(5)


2,300,241



4.8Energy Spectrum Partners IV LP(6)


7,720,501



16.3Passport Capital, LLC(7)


3,130,000



6.6MSD Energy Partners, L.P.(8)


2,500,000



5.3Scopia Management, Inc.(9)


2,500,000



5.3Directors and Executive Officers:Joshua E. Comstock(10)


4,038,500



8.4Randall C. McMullen, Jr.(11)


493,500



1.0John D. Foret(12)


287,000



*Bretton W. Barrier(13)


166,600



*Brandon D. Simmons(14)


255,500



*William D. Driver(15)


122,500



*J. P. Pat Winstead(16)


112,000



*Theodore R. Moore






Darren M. Friedman(17)


3,667



*James P. Benson(18)


7,724,168



16.3Michael Roemer(19)


3,667



*H. H. Wommack, III(20)


3,667



*C. James Stewart III(21)


3,667



*Executive Officers and Directors as a Group (13 persons)


13,214,436



27.0  
   *
    
    Less than 1%. 
  (1)
    
    Beneficial ownership is a term broadly defined by
    the SEC in
    Rule 13d-3
    under the Exchange Act and includes more than the typical forms
    of stock ownership, that is, stock held in the persons
    name. For the purpose of this table, a person or group of
    persons is deemed to have beneficial ownership of
    any shares as of June 28, 2011, if that person or group has
    the right to acquire shares within 60 days after such date. 
 72




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(2)
    
    The address of StepStone Capital Partners II Onshore, L.P.
    is
    c/o StepStone
    Group LLC, 4350 La Jolla Village Drive, Suite 800,
    San Diego, CA 92122. StepStone Co-Investment Funds GP, LLC,
    which is a wholly owned subsidiary of StepStone Group LLC, is
    the general partner of StepStone Capital Partners II
    Onshore, L.P., and each may be considered a beneficial owner,
    with shared voting and dispositive power of
    1,038,462 shares. StepStone Group LLC is the investment
    advisor to StepStone Capital Partners II Onshore, L.P.(3)
    
    The address of StepStone Capital Partners II Cayman
    Holdings, L.P. is 4350 La Jolla Village Drive,
    Suite 800, San Diego, CA 92122. StepStone
    Co-Investment Funds GP, LLC, which is a wholly owned subsidiary
    of StepStone Group LLC, is the general partner of StepStone
    Capital Partners II Cayman Holdings, L.P., and each may be
    considered a beneficial owner, with shared voting and
    dispositive power of 1,301,233 shares. StepStone Group LLC
    is the investment advisor to StepStone Capital Partners II
    Cayman Holdings, L.P.(4)
    
    The address of 2006 Co-Investment Portfolio, L.P. is 4350
    La Jolla Village Drive, Suite 800, San Diego, CA
    92122. StepStone Co-Investment Funds GP, LLC, which is a wholly
    owned subsidiary of StepStone Group LLC, is the general partner
    of 2006 Co-Investment Portfolio, L.P., and each may be
    considered a beneficial owner, with shared voting and
    dispositive power of 2,047,787 shares. StepStone Group LLC
    is the investment advisor to 2006 Co-Investment Portfolio, L.P.(5)
    
    The address of Citigroup Capital Partners II Employee
    Master Fund, L.P. is 485 Lexington Avenue, 17th Floor,
    New York, NY 10017. A wholly owned subsidiary of Citigroup
    Inc. is the general partner of Citigroup Private Equity LP,
    which is the general partner of Citigroup Capital
    Partners II Employee Master Fund, L.P., and each may be
    considered a beneficial owner, with shared voting and
    dispositive power of 2,300,241 shares. Citigroup
    Alternative Investments LLC is the investment advisor to
    Citigroup Capital Partners II Employee Master Fund, L.P.(6)
    
    The address of Energy Spectrum Partners IV LP is 5956
    Sherry Lane, Suite 900, Dallas, Texas 75225. 
  (7)
    
    The address of Passport Capital, LLC is 30 Hotaling Place,
    Suite 300, San Francisco, CA 94111. The beneficial
    owners of common shares of Passport Capital, LLC are Blackwell
    Partners, LLC, or Blackwell, Passport Energy Master
    Fund SPC Ltd for an on behalf of Portfolio A 
    Energy Strategy, or Energy, Passport Global Master Fund for and
    on behalf of Portfolio A  Global Strategy, or Global,
    and Passport Special Opportunities Master Fund, LP, or Special
    Ops. Passport Plus, LLC, or Plus, serves as general partner to
    Special Ops. Passport Capital, LLC serves as investment manager
    to Blackwell, Energy, Global and Special Ops and as sole
    managing member to Plus. John H. Burbank III, or Burbank, serves
    as sole managing member of Passport. As a result, each of
    Passport, Plus, and Burbank may be considered to share voting
    and dispositive power of the 3,130,000 shares beneficially
    owned by Blackwell, Energy, Global and Special Ops. 
  (8)
    
    The address of MSD Energy Partners, L.P. or, MSD Energy
    Partners, is c/o MSDC Management, L.P., 645 Fifth Avenue,
    21st Floor, New York, NY 10022. MSDC Management, L.P. is the
    investment manager of MSD Energy Partners and may be deemed to
    have or share voting and/or dispositive power over, and/or
    beneficially own, the 2,500,000 common shares held by MSD Energy
    Partners. Each of Glenn R. Fuhrman, John C. Phelan, Marc R.
    Lisker and Marcello Liguori is a managing director of MSDC
    Management, L.P. and may be deemed to have or share voting
    and/or dispositive power over, and/or beneficially own, the
    2,500,000 common shares beneficially owned by MSDC Management,
    L.P. Each of Mr. Fuhrman, Mr. Phelan, Mr. Lisker
    and Mr. Liguori disclaim beneficial ownership of such
    common shares, except to the extent of the pecuniary interest of
    such person in such shares. 
  (9)
    
    The address of Scopia Management, Inc. is 152 West 57th Street,
    33rd Floor, New York, NY 10019. The beneficial owners of common
    shares of Scopia Management, Inc. are Scopia PX, LLC, or Scopia
    PX, Scopia PX International Limited (or Scopia PX
    International), Scopia International Limited, or Scopia
    International, Windermere JUP FD US FOC Pool, or Windermere, and
    Highmark Ltd Seq Acct US EQ1, or Highmark. Scopia Management,
    Inc. is the investment manager of Scopia PX, and in such
    capacity may be deemed to have shared voting and dispositive
    power over the 670,306 common shares owned by Scopia PX. Scopia
    Management, Inc. is the investment manager of Scopia PX
    International, and in such capacity may be deemed to have shared
    voting and dispositive power over the 1,361,705 common shares 
 73




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owned by Scopia PX International. Scopia Management, Inc. is
    the investment manager of Scopia International, and in such
    capacity may be deemed to have shared voting and dispositive
    power over the 318,215 common shares owned by Scopia
    International. Scopia Management, Inc. is the investment manager
    of Windermere, and in such capacity may be deemed to have shared
    voting and dispositive power over the 16,857 common shares owned
    by Windermere. Scopia Management, Inc. is the investment manager
    of Highmark, and in such capacity may be deemed to have shared
    voting and dispositive power over the 132,917 common shares
    owned by Highmark. 
 
  (10)
    
    Included in the shares indicated as beneficially owned by
    Mr. Comstock are 1,309,000 shares owned by
    Mr. Comstock in his individual capacity,
    966,000 shares owned by a trust for the benefit of
    Mr. Comstock, 966,000 shares owned by a trust for the
    benefit of Rebecca A. Comstock, of which
    Mr. Comstock is a co-trustee of and has shared voting power
    of and which he may be deemed to be the beneficial owner,
    150,000 shares owned by JRC Investments, LLC, of which
    Mr. Comstock has sole voting power of and of which he may
    be deemed to be the beneficial owner in his capacity as the sole
    member of JRC Investments, LLC, 105,000 options owned by
    Mr. Comstock in his individual capacity which are
    exercisable within 60 days and 542,500 options owned by a
    trust for the benefit of Mr. Comstock which are exercisable
    within 60 days of June 28, 2011. 
 
  (11)
    
    Included in the shares indicated as beneficially owned by
    Mr. McMullen are 227,500 shares and 266,000 options
    which are exercisable within 60 days of June 28, 2011. 
 
  (12)
    
    Included in the shares indicated as beneficially owned by
    Mr. Foret are 210,000 shares and 77,000 options which
    are exercisable within 60 days of June 28, 2011. 
 
  (13)
    
    Included in the shares indicated as beneficially owned by
    Mr. Barrier are 9,100 shares and 157,500 options which
    are exercisable within 60 days of June 28, 2011. 
 
  (14)
    
    Included in the shares indicated as beneficially owned by
    Mr. Simmons are 178,500 shares and 77,000 options
    which are exercisable within 60 days of June 28, 2011. 
 
  (15)
    
    Included in the shares indicated as beneficially owned by
    Mr. Driver 122,500 options which are exercisable within
    60 days of June 28, 2011. 
 
  (16)
    
    Included in the shares indicated as beneficially owned by
    Mr. Winstead are 35,000 shares and 77,000 options
    which are exercisable within 60 days of June 28, 2011. 
 
  (17)
    
    Included in the shares indicated as beneficially owned by
    Mr. Friedman are 3,667 options which are exercisable within
    60 days of June 28, 2011. 
 
  (18)
    
    Included in the shares indicated as beneficially owned by
    Mr. Benson are 7,720,501 shares owned directly by
    Energy Spectrum Partners IV LP and 3,667 options owned by
    Mr. Friedman in his individual capacity which are
    exercisable within 60 days of June 28, 2011.
    Mr. Benson serves as a Managing Partner of Energy Spectrum
    Partners IV LP. As such, Mr. Benson may be deemed to
    have beneficial ownership of such shares owned by Energy
    Spectrum Partners IV LP. Mr. Benson disclaims
    beneficial ownership of such shares. 
 
  (19)
    
    Included in the shares indicated as beneficially owned by
    Mr. Roemer are 3,667 options which are exercisable within
    60 days of June 28, 2011. 
 
  (20)
    
    Included in the shares indicated as beneficially owned by
    Mr. Wommack are 3,667 options which are exercisable within
    60 days of June 28, 2011. 
 
  (21)
    
    Included in the shares indicated as beneficially owned by
    Mr. Stewart are 3,667 options which are exercisable within
    60 days of June 28, 2011. 
 74




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CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  Private Equity
    Investments
        Amended and
    Restated Stockholders Agreement
 
   
  Management Rights.
  Demand Registration Rights.
 75




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##### Table of Contents



Form S-3
  Piggyback Registration Rights.
    Registration Procedures and
    Expenses.
    Warrants
 
   
   76




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##### Table of Contents



2010 Private
    Placement
    One-Time 2010
    Bonuses
    Acquisition of
    Total
    Supplier
    Agreements
 
   
     
   
 77




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Promissory
    Notes
    Registration
    Rights Agreement
 
   
  Other
    Transactions
    Policies and
    Procedures
     78




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
    the nature of the related persons interest in the
    transaction;
    material terms of the transaction, including, without
    limitation, the amount and type of transaction;
    the importance of the transaction to the related person;
    the importance of the transaction to us;
    whether the transaction would impair the judgment of a director
    or executive officer to act in the best interest of our
    company; and
    any other matters deemed appropriate with respect to the
    particular transaction.       79




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SELLING
    STOCKHOLDERS   
  
 Shares Beneficially

Shares

Shares BeneficiallyOwned Prior to

Offered

Owned Afterthe Offering

Hereby

the OfferingSelling Stockholder:

Number

Percentage(1)

Number

Number

Percentage(1)2006 Co-Investment Portfolio, L.P.(2)


2,047,787
















%Adage Capital Partners L.P.(3)


800,000







800,000



800,000



*Austin I, LLC(4)


500,000







500,000



500,000



*Binker of 5th Avenue LLC(5)


6,000







6,000



6,000



*Black Marlin Investments, LLC(6)


250,000







250,000



250,000



*Bryson, Phillip(7)


70,000







70,000



70,000



*Calm Waters Partnership(8)


1,400,000







1,400,000



1,400,000



*Commonwealth Global Share Fund 12(9)


58,000







58,000



58,000



*DellIsola, Paul(10)


7,500







7,500



7,500



*Deutsche(11)


1,932,500







1,932,500



1,932,500



*Dow Employees Pension Plan(12)


88,000







88,000



88,000



*Emerson, J. Steven(13)


40,000







40,000



40,000



*Energy Spectrum Partners IV LP(14)


7,720,501Fidelity Advisor Series I: Fidelity Advisor Balanced
    Fund(15)


18,600







18,600



18,600



*Fidelity Advisor Series I: Fidelity Advisor Value
    Strategies Fund(16)


541,500







386,786



386,786



*Fidelity Devonshire Trust: Fidelity
    Series All-Sector
    Equity Fund(17)


319,800







319,800



319,800



*Fidelity Puritan Trust: Fidelity Balanced Fund(18)


374,800







374,800



374,800



*Formula Growth Fund(19)


100,000







100,000



100,000



*Geosphere Directional Master Fund, Ltd.(20)


147,216







147,216



147,216



*Geosphere Master Fund, Ltd.(21)


445,184







445,184



445,184



*Goff Family Investments, LP(22)


20,000







20,000



20,000



*Goff, John C.(23)


165,000







165,000



165,000



*Hartford Small Company HLS Fund(24)


154,000







154,000



154,000



*Highline A Master Fund, LLC(25)


57,210







57,210



57,210



*Highline Capital International, Ltd.(26)


616,710







616,710



616,710



*Highline Capital Partners, L.P.(27)


46,330







46,330



46,330



*Highline Capital Partners QP, LP(28)


285,750







285,750



285,750



*Investor Company ITF Adaly Opportunity Fund(29)


61,400







61,400



61,400



*Investor Company ITF The Strategic Retirement Fund(30)


23,900







23,900



23,900



*J. Steven Emerson IRA R/O II(31)


175,000







175,000



175,000



*J. Steven Emerson ROTH IRA(32)


215,000







215,000



215,000



*Kulik Partners LP(33)


15,000







15,000



15,000



*Likewise Family Financial(34)


6,000







6,000



6,000



*LKCM Investment Partnership, L.P.(35)


100,000







100,000



100,000



*LKCM Investment Partnership II, L.P.(36)


4,800







4,800



4,800



* 
 80




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##### Table of Contents



Shares Beneficially

Shares

Shares BeneficiallyOwned Prior to

Offered

Owned Afterthe Offering

Hereby

the OfferingSelling Stockholder:

Number

Percentage(1)

Number

Number

Percentage(1)LKCM Long-Short Master Fund, L.P.(37)


4,000







4,000



4,000



*LKCM Micro-Cap Partnership, L.P.(38)


3,000







3,000



3,000



*LKCM Private Discipline Master Fund, SPC(39)


113,200







113,200



113,200



*Lockheed Martin Corporation Master Retirement Trust(40)


144,500







144,500



144,500



*MSD and SLD Charitable Trusts Investing Partnership(41)


500,000







500,000



500,000



*MSD Energy Partners, L.P.(42)


2,500,000







2,500,000



2,500,000Mulholland Fund LP(43)


25,000







25,000



25,000



*Northwestern Mutual Capital Strategic Equity Fund II,
    L.P.(44)


235,600







235,600



235,600



*Oregon Public Employees Retirement Fund(45)


212,000







212,000



212,000



*Radian Group Inc.(46)


42,000







42,000



42,000



*RBC Dominion Securities ITF The Strategic Opportunities Master
    Fund(47)


118,700







118,700



118,700



*Reiss Capital Management LLC(48)


25,000







25,000



25,000



*Simmons, Christopher(49)


175,000







131,250



131,250



*Steelhead Navigator Master, L.P.(50)


1,500,000







1,500,000



1,500,000



*StepStone Capital Partners II Cayman Holdings, L.P.(51)


1,301,233StepStone Capital Partners II Onshore, L.P.(52)


1,038,462Steven Roth(53)


6,000







6,000



6,000



*Talvest Global Small Cap Fund(54)


5,200







5,200



5,200



*The Hartford Small Company Fund(55)


78,000







78,000



78,000



*The Northwestern Mutual Life Insurance Company(56)


1,614,400







1,614,400



1,614,400



*The Northwestern Mutual Life Insurance Company for its Group
    Annuity Separate Account(57)


150,000







150,000



150,000



*The Strategic Investment Fund USA LP(58)


2,600







2,600



2,600



*Thom, Brian David(59)


5,000







5,000



5,000



*Union Carbide Employees Pension Plan(60)


36,000







36,000



36,000



*Vantagepoint Discovery Fund(61)


94,000







94,000



94,000



*Variable Insurance Products Fund II: Contrafund
    Portfolio(62)


482,300







482,300



482,300



*Variable Insurance Products Fund III: Value Strategies
    Portfolio(63)


158,500







113,214



113,214



*Vermeer Investments, LLC(64)


250,000







250,000



250,000



*Wellington Management Portfolios (Dublin) plc  Global
    Smaller Companies Equity Portfolio(65)


48,500







48,500



48,500



*Euram International Inc.(66)


3,000







3,000



3,000



*Belmont, Francis E.(67)


3,000







3,000



3,000



*Total


29,687,683  
 81




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##### Table of Contents



*
    
    Less than 1%. 
  (1)
    
    For each individual, this percentage is determined by assuming
    the named stockholder exercises all options which the
    stockholder has the right to acquire within 60 days of
    June 28, 2011, but that no other person exercises any
    options. 
  (2)
    
    StepStone Co-Investment Funds GP, LLC, which is a wholly owned
    subsidiary of StepStone Group LLC, is the general partner of
    2006 Co-Investment Portfolio, L.P. StepStone Group LLC is the
    investment advisor to 2006 Co-Investment Portfolio, L.P. Darren
    Friedman is a Partner of StepStone Group LLC. StepStone
    Co-Investment Funds GP, LLC, StepStone Group LLC, and
    Mr. Friedman each may be deemed beneficial owners, with
    shared voting and dispositive power of the shares owned by 2006
    Co-Investment Portfolio, L.P. 
  (3)
    
    Robert Atchinson and Phillip Gross, as Managing Directors of
    Adage Capital Partners GP, LLC, and Adage Capital Partners GP,
    LLC, as general partner of Adage Capital Partners, L.P., have
    voting and investment power over the shares owned by Adage
    Capital Partners, L.P. 
 
  (4)
    
    Each of Glenn R. Fuhrman and John C. Phelan is a manager of
    Austin I LLC and may be deemed to have or share voting and/or
    dispositive power over, and beneficially own, the common shares
    owned by Austin I LLC. Michael S. Dell may be deemed to
    beneficially own securities owned by Austin I LLC. Each of
    Mr. Dell, Mr. Fuhrman and Mr. Phelan disclaim
    beneficial ownership of such common shares, except to the extent
    of the pecuniary interest of such person in such shares. 
 
  (5)
    
    Michael Salzhauer, as manager of Binker of
    5th

    Avenue LLC, has voting and investment power over the shares
    owned by Binker of
    5th

    Avenue LLC. 
 
  (6)
    
    John C. Phelan is the sole manager of Black Marlin Investments,
    LLC and may be deemed to have voting and dispositive power over,
    and/or beneficially own, the common shares held by Black Marlin
    Investments, LLC. Mr. Phelan disclaims beneficial ownership
    of such common shares, except to the extent of his pecuniary
    interest therein. 
 
  (7)
    
    Phillip Bryson has sole voting and investment power. 
 
  (8)
    
    Richard S. Strong, as managing partner of Calm Waters
    Partnership, has voting and investment power over the shares
    owned by Calm Waters Partnership. 
 
  (9)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (10)
    
    Mr. DellIsola, as Senior Managing Director and
    Co-Head of Capital Markets, is an associated person of FBR
    Capital Markets, Inc., a broker-dealer registered under
    Section 15 of the Exchange Act. Mr. DellIsola
    has represented to us that he is not acting as an underwriter in
    this offering, he purchased the units he is offering under this
    prospectus in the ordinary course of business, and at the time
    of such purchase, he had no agreement or understanding, directly
    or indirectly, with any person to distribute the securities.
    Mr. DellIsola has sole voting and investment power
    over his shares. 
 
  (11)
    
    Deutsche Bank Securities Inc. is a registered broker-dealer and,
    accordingly, may be deemed to be an underwriter. The shares of
    common stock held by Deutsche Bank Securities Inc. were acquired
    in the ordinary course of its investment business and not for
    the purpose of resale or distribution. Deutsche Bank Securities
    Inc. has not participated in the distribution of the shares on
    behalf of the issuer. Deutsche Bank AG, of which Deutsche Bank
    Securities Inc. is an indirect, wholly-owned subsidiary, is a
    widely held company. Scott Martin, Charles Lanktree,
    Ray Costa, Nick Pappas and Mikel Curreri, as managing
    directors, may be deemed to share voting and investment power
    over the shares owned by Deutsche Bank Securities Inc. 
 
  (12)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (13)
    
    J. Steven Emerson has sole voting and investment power. 
 82




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##### Table of Contents



(14)
    
    James P. Benton, as managing partner of Energy Spectrum
    Partners IV LP, has voting and investment power over the
    shares owned by Energy Spectrum Partners IV LP. 
 
  (15)
    
    Fidelity Advisor Series 1: Fidelity Advisor Balanced Fund
    is an investment company registered under Section 8 of the
    Investment Company Act of 1940 (the Fund) advised by
    Fidelity Management & Research Company
    (Fidelity), 82 Devonshire Street, Boston,
    Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an
    investment adviser registered under Section 203 of the
    Investment Advisers Act of 1940. Edward C. Johnson 3d and FMR
    LLC, through its control of Fidelity, and the Fund each has sole
    power to dispose of the securities owned by the Fund. Ford
    ONeil, Robert Stansky, John Avery, Matthew Friedman, Adam
    Hetnarski, Steven Kaye, Robert Lee, John Roth, Douglas Simmons,
    Pierre Sorel and Nathan Strik, employees of Fidelity, are the
    current portfolio managers for the Fund and have investment
    discretion with respect to the Funds assets. 
  Members of the family of Edward C.
    Johnson 3d, Chairman of FMR LLC, are the predominant owners,
    directly or through trusts, of Series B voting common
    shares of FMR LLC, representing 49% of the voting power of FMR
    LLC. The Johnson family group and all other Series B
    shareholders have entered into a shareholders voting
    agreement under which all Series B voting common shares
    will be voted in accordance with the majority vote of
    Series B voting common shares. Accordingly, through their
    ownership of voting common shares and the execution of the
    shareholders voting agreement, members of the Johnson
    family may be deemed, under the Investment Company Act of 1940,
    to form a controlling group with respect to FMR LLC.Neither FMR LLC nor Edward C. Johnson
    3d, Chairman of FMR LLC, has the sole power to vote or direct
    the voting shares owned directly by the Fund, which power
    resides with the Funds Boards of Trustees. Fidelity
    carries out the voting of the shares under written guidelines
    established by the Funds Boards of TrusteesThe Fund is an affiliate of a
    broker-dealer registered under Section 15 of the Exchange
    Act. The Fund has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. 
  (16)
    
    Fidelity Advisor Series 1: Fidelity Value Advisor
    Strategies Fund is an investment company registered under
    Section 8 of the Investment Company Act of 1940 (the
    Fund) advised by Fidelity Management &
    Research Company (Fidelity), 82 Devonshire Street,
    Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
    LLC and an investment adviser registered under Section 203
    of the Investment Advisers Act of 1940. Edward C. Johnson 3d and
    FMR LLC, through its control of Fidelity, and the Fund each has
    sole power to dispose of the securities owned by the Fund.
    Thomas Soviero, an employee of Fidelity, is the current
    portfolio manager for the Fund and has investment discretion
    with respect to the Funds assets. 
  Members of the family of Edward C.
    Johnson 3d, Chairman of FMR LLC, are the predominant owners,
    directly or through trusts, of Series B voting common
    shares of FMR LLC, representing 49% of the voting power of FMR
    LLC. The Johnson family group and all other Series B
    shareholders have entered into a shareholders voting
    agreement under which all Series B voting common shares
    will be voted in accordance with the majority vote of
    Series B voting common shares. Accordingly, through their
    ownership of voting common shares and the execution of the
    shareholders voting agreement, members of the Johnson
    family may be deemed, under the Investment Company Act of 1940,
    to form a controlling group with respect to FMR LLC.Neither FMR LLC nor Edward C. Johnson
    3d, Chairman of FMR LLC, has the sole power to vote or direct
    the voting shares owned directly by the Fund, which power
    resides with the Funds Boards of Trustees. Fidelity
    carries out the voting of the shares under written guidelines
    established by the Funds Boards of Trustees 83




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The Fund is an affiliate of a
    broker-dealer registered under Section 15 of the Exchange Act.
    The Fund has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. 
  (17)
    
    Fidelity Devonshire Trust: Fidelity
    Series All-Sector
    Equity Fund is an investment company registered under
    Section 8 of the Investment Company Act of 1940 (the
    Fund) advised by Fidelity Management &
    Research Company (Fidelity), 82 Devonshire Street,
    Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
    LLC and an investment adviser registered under Section 203
    of the Investment Advisers Act of 1940. Edward C. Johnson 3d and
    FMR LLC, through its control of Fidelity, and the Fund each has
    sole power to dispose of the securities owned by the Fund. John
    Avery, Matthew Friedman, Adam Hetnarski, Steven Kaye, Robert
    Lee, Peter Saperstone, Douglas Simmons, Pierre Sorel, Robert
    Stansky and Nathan Strik, employees of Fidelity, are the current
    portfolio managers for the Fund and have investment discretion
    with respect to the Funds assets. 
  Members of the family of Edward C.
    Johnson 3d, Chairman of FMR LLC, are the predominant owners,
    directly or through trusts, of Series B voting common
    shares of FMR LLC, representing 49% of the voting power of FMR
    LLC. The Johnson family group and all other Series B
    shareholders have entered into a shareholders voting
    agreement under which all Series B voting common shares
    will be voted in accordance with the majority vote of
    Series B voting common shares. Accordingly, through their
    ownership of voting common shares and the execution of the
    shareholders voting agreement, members of the Johnson
    family may be deemed, under the Investment Company Act of 1940,
    to form a controlling group with respect to FMR LLC.Neither FMR LLC nor Edward C. Johnson
    3d, Chairman of FMR LLC, has the sole power to vote or direct
    the voting shares owned directly by the Fund, which power
    resides with the Funds Boards of Trustees. Fidelity
    carries out the voting of the shares under written guidelines
    established by the Funds Boards of Trustees.The Fund is an affiliate of a
    broker-dealer registered under Section 15 of the Exchange Act.
    The Fund has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. 
  (18)
    
    Fidelity Puritan Trust: Fidelity Balanced Fund is an investment
    company registered under Section 8 of the Investment
    Company Act of 1940 (the Fund) advised by Fidelity
    Management & Research Company (Fidelity),
    82 Devonshire Street, Boston, Massachusetts 02109, a
    wholly-owned subsidiary of FMR LLC and an investment adviser
    registered under Section 203 of the Investment Advisers Act
    of 1940. Edward C. Johnson 3d and FMR LLC, through its control
    of Fidelity, and the Fund each has sole power to dispose of the
    securities owned by the Fund. John Avery, George Fischer,
    Matthew Friedman, Adam Hetnarski, Steven Kaye, Robert Lee, Peter
    Saperstone, Douglas Simmons, Pierre Sorel, Robert Stansky,
    Nathan Strik, employees of Fidelity, are the current portfolio
    managers for the Fund and have investment discretion with
    respect to the Funds assets. 
  Members of the family of Edward C.
    Johnson 3d, Chairman of FMR LLC, are the predominant owners,
    directly or through trusts, of Series B voting common
    shares of FMR LLC, representing 49% of the voting power of FMR
    LLC. The Johnson family group and all other Series B
    shareholders have entered into a shareholders voting
    agreement under which all Series B voting common shares
    will be voted in accordance with the majority vote of
    Series B voting common shares. Accordingly, through their
    ownership of voting common shares and the execution of the
    shareholders voting agreement, members of the Johnson
    family may be deemed, under the Investment Company Act of 1940,
    to form a controlling group with respect to FMR LLC. 84




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Neither FMR LLC nor Edward C. Johnson
    3d, Chairman of FMR LLC, has the sole power to vote or direct
    the voting shares owned directly by the Fund, which power
    resides with the Funds Boards of Trustees. Fidelity
    carries out the voting of the shares under written guidelines
    established by the Funds Boards of TrusteesThe Fund is an affiliate of a
    broker-dealer registered under Section 15 of the Exchange Act.
    The Fund has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. 
  (19)
    
    Michael Gentile, Randy Kelly and Tony Staples, as portfolio
    managers of Formula Growth Fund, share voting and investment
    power over the shares owned by Formula Growth Fund. 
 
  (20)
    
    Arvind Sanger, as managing member of Geosphere Capital
    Management, LLC and Geosphere Capital Management, LLC, as
    investment manager to Geosphere Directional Master Fund, Ltd.,
    have voting and investment power over the shares owned by
    Geosphere Directional Master Fund, Ltd. 
 
  (21)
    
    Arvind Sanger, as managing member of Geosphere Capital
    Management, LLC and Geosphere Capital Management, LLC, as
    investment manager to Geosphere Master Fund, Ltd., having voting
    and investment power over the shares owned by Geosphere Master
    Fund, Ltd. 
 
  (22)
    
    John Goff, as principal to Goff Family Investments, LP, has
    voting and investment power over the shares owned by Goff Family
    Investments, LP. 
 
  (23)
    
    John C. Goff has sole voting and investment power. 
 
  (24)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (25)
    
    Jacob Doft, as portfolio manager to Highline A Master
    Fund LLC, has voting and investment power over the shares
    owned by Highline A Master Fund LLC. 
 
  (26)
    
    Jacob Doft, as portfolio manager to Highline Capital
    International, Ltd., has voting and investment power over the
    shares owned by Highline Capital International, Ltd. 
 
  (27)
    
    Jacob Doft, as portfolio manager to Highline Capital Partners,
    L.P., has voting and investment power over the shares owned by
    Highline Capital Partners, L.P. 
 
  (28)
    
    Jacob Doft, as portfolio manager to Highline Capital Partners
    QP, LP, has voting and investment power over the shares owned by
    Highline Capital Partners QP, LP. 
 
  (29)
    
    Martin G. Braun, as director of the general partner of Adaly
    Opportunity Fund L.P., has voting and investment power over
    the shares owned by Adaly Opportunity Fund. 
 
  (30)
    
    Martin G. Braun, as President and advisor to the fund, has
    voting and investment power over the shares owned by The
    Strategic Retirement Fund. 
 
  (31)
    
    J. Steven Emerson, as sole beneficiary of a self directed IRA,
    has sole voting and investment power over the shares owned by J.
    Steven Emerson IRA R/O II. 
 
  (32)
    
    J. Steven Emerson, as sole beneficiary of a self directed IRA,
    has sole voting and investment power over the shares owned by J.
    Steven Emerson ROTH IRA. 
 
  (33)
    
    John Goff, as principal of Kulik Partners LP, has voting and
    investment power over the shares owned by Kulik Partners LP. 
 
  (34)
    
    Michael Salzhauer, as the President of Likewise Family Financial
    Inc., has voting and investment power over the shares owned by
    Likewise Family Financial Inc. 
 
  (35)
    
    J. Luther King, Jr., as the President of LKCM Investment
    Partnership GP, LLC, which is the general partner of LKCM
    Investment Partnership, L.P., has voting and investment power of
    the shares owned by LKCM Investment Partnership, L.P. 
 85




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(36)
    
    J. Luther King, Jr., as the President of LKCM Investment
    Partnership GP, LLC, which is the general partner of LKCM
    Investment Partnership II, L.P., has voting and investment power
    of the shares owned by LKCM Investment Partnership II, L.P. 
 
  (37)
    
    J. Luther King, Jr., and J. Bryan King, as the controlling
    members of LKCM Capital Group, LLC, which is the sole member of
    LKCM Alternative Management, LLC, which is the general partner
    of LKCM Long-Short Management, L.P., which is the managing
    general partner of LKCM Long-Short Master Fund, L.P., share
    voting and investment power over the shares owned by LKCM
    Long-Short Master Fund, L.P. 
 
  (38)
    
    J. Luther King, Jr., and J. Bryan King, as the controlling
    members of LKCM Capital Group, LLC, which is the sole member of
    LKCM Alternative Management, LLC, which is the general partner
    of LKCM Micro-Cap Management, L.P., which is the general partner
    of LKCM Micro-Cap Partnership, L.P., share voting and investment
    power over the shares owned by LKCM Micro-Cap Partnership, L.P. 
 
  (39)
    
    J. Luther King, Jr., and J. Bryan King, as the controlling
    members of LKCM Capital Group, LLC, which is the sole member of
    LKCM Alternative Management, LLC, which is the general partner
    of LKCM Private Discipline Management, L.P., which is the holder
    of the management shares of LKCM Private Discipline Master Fund,
    SPC, share voting and investment power over the shares owned by
    LKCM Private Discipline Master Fund, SPC. 
 
  (40)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (41)
    
    Glenn R. Fuhrman and John C. Phelan are the partnership managers
    of MSD and SLD Charitable Trusts Investing Partnership and may
    be deemed to have or share voting and/or dispositive power over,
    and beneficially own, the common shares owned by MSD and SLD
    Charitable Trusts Investing Partnership. Each of
    Mr. Fuhrman and Mr. Phelan disclaim beneficial
    ownership of such common shares, except to the extent of the
    pecuniary interest of such person in such shares. 
 
  (42)
    
    MSDC Management, L.P. is the investment manager of MSD Energy
    Partners, L.P. and may be deemed to have or share voting and/or
    dispositive power over, and/or beneficially own, the common
    shares held by MSD Energy Partners, L.P. Each of Glenn R.
    Fuhrman, John C. Phelan, Marc R. Lisker and Marcello Liguori is
    a managing director of MSDC Management, L.P. and may be deemed
    to have or share voting and/or dispositive power over, and/or
    beneficially own, the common shares beneficially owned by MSDC
    Management, L.P. Each of Mr. Fuhrman, Mr. Phelan,
    Mr. Lisker and Mr. Liguori disclaim beneficial
    ownership of such common shares, except to the extent of the
    pecuniary interest of such person in such shares. 
 
  (43)
    
    Thomas J. Laird, as managing partner of Mulholland Capital Mgmt,
    which is the general partner of Mulholland Fund LP, has
    voting and investment power over the shares owned by Mulholland
    Fund LP. 
 
  (44)
    
    Northwestern Mutual Capital Strategic Equity Fund II, L.P.
    is an affiliate of each of (i) Northwestern Mutual
    Investment Services, LLC, (ii) Russell Implementation
    Services, Inc. and (iii) Russell Financial Services, Inc.,
    each of which is broker dealer registered under Section 15
    of the Exchange Act. Northwestern Mutual Capital Strategic
    Equity Fund II, L.P. has represented to us that it is not
    acting as an underwriter in this offering, it purchased the
    units it is offering under this prospectus in the ordinary
    course of business, and at the time of such purchase, it had no
    agreement or understanding, directly or indirectly, with any
    persons to distribute securities. Northwestern Investment
    Management Company, LLC (NIMC) is the investment
    adviser to Northwestern Mutual Capital Strategic Equity
    Fund II, L.P. with respect to the Registrable Shares.
    Jerome R. Baier is a portfolio manager for NMIC and manages the
    portfolio which holds the Registrable Shares and therefore may
    be deemed to be an indirect beneficial owner with shared voting
    power/investment power with respect to such securities. However,
    pursuant to
    Rule 13d-4
    under the Securities Exchange Act of 1934 (the Act),
    the immediately 
 86




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preceding sentence shall not be construed as an admission that
    Mr. Baier is, for the purposes of Section 13(d) or
    13(g) of the Act, the beneficial owner of any securities covered
    by the statement. 
  (45)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (46)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (47)
    
    Martin G. Braun, as fund advisor to the Strategic Opportunities
    Master Fund, has voting and investment power of the shares owned
    by the Strategic Opportunities Master Fund. 
 
  (48)
    
    Richard Reiss Jr., as managing member of Reiss Capital
    Management LLC, has voting and investment power over the shares
    owned by Reiss Capital Management LLC. 
 
  (49)
    
    Mr. Simmons has sole voting and investment power over his
    shares. 
 
  (50)
    
    Greg Stevenson, as President of Steelhead Partners, LLC and J.
    Michael Johnston and Brian Klein, as Members of Steelhead
    Partners, LLC, which is the sole beneficial owner of the general
    partner of Steelhead Navigator Master, L.P., share voting and
    investment power over the shares owned by Steelhead Navigator
    Master, L.P. Each of Steelhead Partners, LLC, Mr. Johnston,
    Mr. Klein and Mr. Stevenson expressly disclaims
    beneficial ownership in these securities, except to the extent
    of their respective pecuniary interests therein. Each individual
    has the sole power to act on behalf of Steelhead Partners, LLC. 
 
  (51)
    
    StepStone Co-Investment Funds GP, LLC, which is a wholly owned
    subsidiary of StepStone Group LLC, is the general partner of
    StepStone Capital Partners II Cayman Holdings, L.P.
    StepStone Group LLC is the investment advisor to StepStone
    Capital Partners II Cayman Holdings, L.P. Darren Friedman
    is a Partner of StepStone Group LLC. StepStone Co-Investment
    Funds GP, LLC, StepStone Group LLC, and Mr. Friedman each
    may be deemed beneficial owners, with shared voting and
    dispositive power of the shares owned by StepStone Capital
    Partners II Cayman Holdings, L.P. 
 
  (52)
    
    StepStone Co-Investment Funds GP, LLC, which is a wholly owned
    subsidiary of StepStone Group LLC, is the general partner of
    StepStone Capital Partners II Onshore, L.P. StepStone Group
    LLC is the investment advisor to StepStone Capital
    Partners II Onshore, L.P. Darren Friedman is a Partner of
    StepStone Group LLC. StepStone Co-Investment Funds GP, LLC,
    StepStone Group LLC, and Mr. Friedman each may be deemed
    beneficial owners, with shared voting and dispositive power of
    the shares owned by StepStone Capital Partners II Onshore,
    L.P. 
 
  (53)
    
    Michael Salzhauer, as attorney in fact for Steven Roth, has
    voting and investment power over the shares owned by Steven Roth. 
 
  (54)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (55)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (56)
    
    The Northwestern Mutual Life Insurance Company is an affiliate
    of each of (i) Northwestern Mutual Investment Services,
    LLC, (ii) Russell Implementation Services, Inc. and
    (iii) Russell Financial Services, Inc., each of which is a
    broker dealer registered under Section 15 of the Exchange
    Act. The Northwestern Mutual Life Insurance Company has
    represented to us that it is not acting as an underwriter in
    this offering, it purchased the units it is offering under this
    prospectus in the ordinary course of business, and at the time
    of such purchase, it had no agreement or understanding, directly
    or indirectly, with any persons to distribute securities.
    Northwestern Investment Management Company, LLC
    (NIMC), a wholly owned company of 
 87




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The Northwestern Mutual Life Insurance Company, is the
    investment adviser to The Northwestern Mutual Life Insurance
    Company with respect to the Registrable Shares. Jerome R. Baier
    is a portfolio manager for NMIC and manages the portfolio which
    holds the Registrable Shares and therefore may be deemed to be
    an indirect beneficial owner with shared voting power/investment
    power with respect to such securities. However, pursuant to
    Rule 13d-4
    under the Securities Exchange Act of 1934 (the Act),
    the immediately preceding sentence shall not be construed as an
    admission that Mr. Baier is, for the purposes of
    Section 13(d) or 13(g) of the Act, the beneficial owner of
    any securities covered by the statement. 
  (57)
    
    The Northwestern Mutual Life Insurance Company for its Group
    Annuity Separate Account is an affiliate of each of
    (i) Northwestern Mutual Investment Services, LLC,
    (ii) Russell Implementation Services, Inc. and
    (iii) Russell Financial Services, Inc., each of which is a
    broker dealer registered under Section 15 of the Exchange
    Act. The Northwestern Mutual Life Insurance Company for its
    Group Annuity Separate Account has represented to us that it is
    not acting as an underwriter in this offering, it purchased the
    units it is offering under this prospectus in the ordinary
    course of business, and at the time of such purchase, it had no
    agreement or understanding, directly or indirectly, with any
    persons to distribute securities. Northwestern Investment
    Management Company, LLC (NIMC), a wholly owned
    company of The Northwestern Mutual Life Insurance Company, is
    the investment adviser to The Northwestern Mutual Life Insurance
    Company for its Group Annuity Separate Account with respect to
    the Registrable Shares. Jerome R. Baier is a portfolio manager
    for NMIC and manages the portfolio which holds the Registrable
    Shares and therefore may be deemed to be an indirect beneficial
    owner with shared voting power/investment power with respect to
    such securities. However, pursuant to
    Rule 13d-4
    under the Securities Exchange Act of 1934 (the Act),
    the immediately preceding sentence shall not be construed as an
    admission that Mr. Baier is, for the purposes of
    Section 13(d) or 13(g) of the Act, the beneficial owner of
    any securities covered by the statement. 
 
  (58)
    
    Martin G. Braun, as the president Adaly Investment Management
    Corp, an adviser of the Strategic Investment Fund USA LP,
    and the partner of S-US GP LLC, the general partner of Strategic
    Investment Fund USA LP, has voting and investment power
    over the shares owned by Strategic Investment Fund USA LP. 
 
  (59)
    
    Brian David Thom is an affiliate of FBR Investment Bank, which
    is a broker dealer registered under Section 15 of the
    Exchange Act. Mr. Thom has represented to us that he is not
    acting as an underwriter in this offering, he purchased the
    units he is offering under this prospectus in the ordinary
    course of business, and at the time of such purchase, he had no
    agreement or understanding, directly or indirectly, with any
    persons to distribute securities. Mr. Thom has sole voting
    and investment power over his shares. 
 
  (60)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (61)
    
    Wellington Management Company, LLP (Wellington) is
    an investment adviser registered under the Investment Advisers
    Act of 1940, as amended. Wellington, in such capacity, may be
    deemed to share beneficial ownership over the shares held by its
    client accounts. 
 
  (62)
    
    Variable Insurance Products Fund II: Contrafund Portfolio
    is an investment company registered under Section 8 of the
    Investment Company Act of 1940 (the Fund) advised by
    Fidelity Management & Research Company
    (Fidelity), 82 Devonshire Street, Boston,
    Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an
    investment adviser registered under Section 203 of the
    Investment Advisers Act of 1940. Edward C. Johnson 3d and FMR
    LLC, through its control of Fidelity, and the Fund each has sole
    power to dispose of the securities owned by the Fund. Robert
    Stansky, John Avery, Matthew Friedman, Adam Hetnarski, Steven
    Kaye, Robert Lee, Peter Saperstone, Douglas Simmons, Pierre
    Sorel and Nathan Strik, 
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employees of Fidelity, are the current portfolio managers for
    the Fund and have investment discretion with respect to the
    Funds assets. 
  Members of the family of Edward C.
    Johnson 3d, Chairman of FMR LLC, are the predominant owners,
    directly or through trusts, of Series B voting common
    shares of FMR LLC, representing 49% of the voting power of FMR
    LLC. The Johnson family group and all other Series B
    shareholders have entered into a shareholders voting
    agreement under which all Series B voting common shares
    will be voted in accordance with the majority vote of
    Series B voting common shares. Accordingly, through their
    ownership of voting common shares and the execution of the
    shareholders voting agreement, members of the Johnson
    family may be deemed, under the Investment Company Act of 1940,
    to form a controlling group with respect to FMR LLC.Neither FMR LLC nor Edward C. Johnson
    3d, Chairman of FMR LLC, has the sole power to vote or direct
    the voting shares owned directly by the Fund, which power
    resides with the Funds Boards of Trustees. Fidelity
    carries out the voting of the shares under written guidelines
    established by the Funds Boards of Trustees.The Fund is an affiliate of a
    broker-dealer registered under Section 15 of the Exchange
    Act. The Fund has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. 
  (63)
    
    Variable Insurance Products Fund III: Value Strategies
    Portfolio is an investment company registered under
    Section 8 of the Investment Company Act of 1940 (the
    Fund) advised by Fidelity Management &
    Research Company (Fidelity), 82 Devonshire Street,
    Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
    LLC and an investment adviser registered under Section 203
    of the Investment Advisers Act of 1940. Edward C. Johnson 3d and
    FMR LLC, through its control of Fidelity, and the Fund each has
    sole power to dispose of the securities owned by the Fund.
    Thomas Soviero, an employee of Fidelity, is the current
    portfolio manager for the Fund and has investment discretion
    with respect to the Funds assets. 
  Members of the family of Edward C.
    Johnson 3d, Chairman of FMR LLC, are the predominant owners,
    directly or through trusts, of Series B voting common
    shares of FMR LLC, representing 49% of the voting power of FMR
    LLC. The Johnson family group and al other Series B
    shareholders have entered into a shareholders voting
    agreement under which all Series B voting common shares
    will be voted in accordance with the majority vote of
    Series B voting common shares. Accordingly, through their
    ownership of voting common shares and the execution of the
    shareholders voting agreement, members of the Johnson
    family may be deemed, under the Investment Company Act of 1940,
    to form a controlling group with respect to FMR LLC.Neither FMR LLC nor Edward C. Johnson
    3d, Chairman of FMR LLC, has the sole power to vote or direct
    the voting shares owned directly by the Fund, which power
    resides with the Funds Boards of Trustees. Fidelity
    carries out the voting of the shares under written guidelines
    established by the Funds Boards of TrusteesThe Fund is an affiliate of a
    broker-dealer registered under Section 15 of the Exchange
    Act. The Fund has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. 
  (64)
    
    Glenn R. Fuhrman is the sole manager of Vermeer Investments, LLC
    and may be deemed to have voting and dispositive power over,
    and/or beneficially own, the common shares held by Vermeer
    Investments, LLC. Mr. Fuhrman disclaims beneficial
    ownership of such common shares, except to the extent of his
    pecuniary interest therein. 
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(65)
    
    Wellington Management Portfolios (Dublin) PLC-Global Smaller
    Companies Equity Portfolio may be deemed to be an affiliate of
    Wellington Management Advisers, Inc., which is a broker dealer
    registered under Section 15 of the Exchange Act. Wellington
    Management Portfolios (Dublin) PLC-Global Smaller Companies
    Equity Portfolio has represented to us that it is not acting as
    an underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any persons to
    distribute securities. Wellington Management Company, LLP
    (Wellington) is an investment adviser registered
    under the Investment Advisers Act of 1940, as amended.
    Wellington, in such capacity, may be deemed to share beneficial
    ownership over the shares held by its client accounts. 
 
  (66)
    
    Grace M. Lovret, as the Treasurer/Director of Euram
    International Inc., has voting and investment power of the
    shares owned by Euram International Inc. 
 
  (67)
    
    Grace M. Lovret, as the P.O.A. of Frances E. Belmont, has voting
    and investment power of the shares owned by Mr. Belmont. 
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DESCRIPTION OF
    CAPITAL STOCK   
    Common
    Stock
  winding-up
  Preferred
    Stock
   91




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Anti-Takeover
    Effects of Provisions of Our Certificate of Incorporation, Our
    Bylaws and Delaware Law
      Certificate of Incorporation and
    Bylaws. and/or
  
    establish advance notice procedures with regard to stockholder
    proposals relating to the nomination of candidates for election
    as directors or new business to be brought before meetings of
    our stockholders. These procedures provide that notice of
    stockholder proposals must be timely given in writing to our
    corporate secretary prior to the meeting at which the action is
    to be taken. Generally, to be timely, notice must be received at
    our principal executive offices not less than 90 days nor
    more than 120 days prior to the first anniversary date of
    the annual meeting for the preceding year. Our amended and
    restated bylaws specify the requirements as to form and content
    of all stockholders notices. These requirements may
    preclude stockholders from bringing matters before the
    stockholders at an annual or special meeting;
    provide our board of directors the ability to authorize
    undesignated preferred stock. This ability makes it possible for
    our board of directors to issue, without stockholder approval,
    preferred stock with voting or other rights or preferences that
    could impede the success of any attempt to change control of us.
    These and other provisions may have the effect of deferring
    hostile takeovers or delaying changes in control or management
    of our company;
    provide that the authorized number of directors may be changed
    only by resolution of the board of directors;
    provide that all vacancies, including newly created
    directorships, may, except as otherwise required by law, be
    filled by the affirmative vote of a majority of directors then
    in office, even if less than a quorum;
    provide that any action required or permitted to be taken by the
    stockholders must be effected at a duly called annual or special
    meeting of stockholders and may not be effected by any consent
    in writing in lieu of a meeting of such stockholders, subject to
    the rights of the holders of any series of preferred stock;
    provide that directors may be removed only for cause and only by
    the affirmative vote of holders of at least 80% of the voting
    power of our then outstanding common stock;
    provide our amended and restated certificate of incorporation
    and amended and restated bylaws may be amended by the
    affirmative vote of the holders of at least two-thirds of our
    then outstanding common stock; 92




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##### Table of Contents




    provide that special meetings of our stockholders may only be
    called by the board of directors, the chief executive officer or
    the chairman of the board; and
    provide that our amended and restated bylaws can be amended or
    repealed at any regular or special meeting of stockholders or by
    the board of directors.  Opt-Out of Section 203 of the
    DGCL.
  Limitation of
    Liability and Indemnification Matters
    
    for any breach of their duty of loyalty to us or our
    stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for unlawful payment of dividend or unlawful stock repurchase or
    redemption, as provided under Section 174 of the
    DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.      Corporate
    Opportunity
   93




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##### Table of Contents



Amended and
    Restated Stockholders Agreement
 
   
  Transfer Agent
    and Registrar
    Listing; Public
    Market
    Special Election
    Meeting
  2 3
  94




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##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE    Sales of
    Restricted Shares
 
  Lock-Up  Lock-Up
 
  Lock-Up
  
    shares
    subject to the
    Lock-Up
    Agreements will not be eligible for sale for 180 days from
    the date of this prospectus, subject to certain exceptions.
    shares
    subject to the Registration Rights Agreement will not be
    eligible for sale for at least 60 days following the
    closing of this offering, if the owner of such shares elected
    not to participate in this offering.  Lock-up
    Agreements
    Registration
    Rights
   95




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##### Table of Contents




    the sale of all of the shares of common stock covered by the
    shelf registration statement in accordance with the intended
    distribution of such common stock;
    none of the shares of common stock with rights under the
    registration rights agreement remain outstanding; or
    the first anniversary of the initial effective date of the shelf
    registration statement, subject to certain conditions and
    extension periods, as applicable.    Rule 144
 
   
    Rule 701
   96




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##### Table of Contents



Regulation S
  non-U.S. persons non-U.S. person
  Stock Issued
    Under Employee Plans
  Form S-8 lock-up
 97




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##### Table of Contents



CERTAIN U.S.
    FEDERAL INCOME TAX CONSIDERATIONS FORNON-UNITED
    STATES HOLDERS  non-U.S. holder. non-U.S. holder
  
    an individual who is a citizen or resident of the United States;
    a corporation (including any entity treated as a corporation for
    U.S. federal income tax purposes) created or organized in
    or under the laws of the United States, any state thereof or the
    District of Columbia;
    an estate whose income is subject to U.S. federal income
    taxation regardless of its source; or
    a trust, if a court within the United States is able to exercise
    primary supervision over the administration of the trust and one
    or more United States persons (as defined under the Code) have
    authority to control all substantial decisions of the trust, or
    if it has a valid election in effect under applicable
    U.S. Treasury Regulations to be treated as a United States
    person.  183-day one-sixth
  non-U.S. holders
  
    certain former U.S. citizens or residents;
    shareholders that hold our common stock as part of a straddle,
    constructive sale transaction, synthetic security, hedge,
    conversion transaction or other integrated investment or risk
    reduction transaction;
    shareholders that acquired our common stock through the exercise
    of employee stock options or otherwise as compensation or
    through a tax-qualified retirement plan;
    shareholders that are partnerships or entities treated as
    partnerships for U.S. federal income tax purposes or other
    pass-through entities or owners thereof;
    financial institutions;
    insurance companies;
    tax-exempt entities;
    dealers in securities or foreign currencies; and
    traders in securities that use a
    mark-to-market
    method of accounting for U.S. federal income tax purposes.   98




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##### Table of Contents



Investors considering the purchase of common stock should
    consult their tax advisors regarding the application of the
    U.S. federal income tax laws to their particular situations
    as well as any tax consequences arising under U.S. estate
    tax laws and under the laws of any state, local or foreign
    taxing jurisdiction or under any applicable tax treaty.
  Distributions on
    Common Stock
  non-U.S. holders non-U.S. holder non-U.S. holders non-U.S. holder Form W-8BEN
  non-U.S. holders non-U.S. holder non-U.S. holder Form W-8ECI).
  Gain on
    Disposition of Common Stock
  non-U.S. holder
  
    the gain is effectively connected with the
    non-U.S. holders
    conduct of a trade or business in the United States and, if
    required by an applicable tax treaty, is attributable to a
    permanent establishment maintained by the
    non-U.S. holder
    in the United States, in which case, the gain will be taxed on a
    net income basis at the rates and in the manner applicable to
    United States persons (as defined under the Code), and if the
    non-U.S. holder
    is a foreign corporation, the branch profits tax described above
    may also apply;
    the
    non-U.S. holder
    is an individual who is present in the United States for
    183 days or more in the taxable year of the disposition and
    meets other requirements, in which case, the
    non-U.S. holder
    will be subject to a flat 30% tax on the gain derived from the
    disposition, which may be offset by U.S. source capital
    losses; or
    we are or have been a United States real property holding
    corporation, or USRPHC, for U.S. federal income tax
    purposes at any time during the shorter of the five-year period
    ending on the date of disposition or the period that the
    non-U.S. holder
    held our common stock.   99




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##### Table of Contents



non-U.S. holder
  Information
    Reporting and Backup Withholding Tax
  Form W-8BEN non-U.S. holder non-U.S. holder,
  Form W-8BEN non-U.S. person non-U.S. office non-U.S. broker non-U.S. office non-U.S. person
    Additional
    Withholding Requirements
    THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND
    SHOULD NOT BE VIEWED AS TAX ADVICE. INVESTORS CONSIDERING THE
    PURCHASE OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX
    ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL
    INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE
    APPLICABILITY AND EFFECT OF STATE, LOCAL, ESTATE OR FOREIGN TAX
    LAWS AND TAX TREATIES.
 100




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##### Table of Contents



PLAN OF
    DISTRIBUTION      
    ordinary brokerage transactions and transactions in which the
    broker-dealer solicits purchasers;
    block trades in which the broker-dealer will attempt to sell the
    shares as agent, but may position and resell a portion of the
    block as principal to facilitate the transaction;
    purchases by a broker-dealer as principal and resale by the
    broker-dealer for its account;
    an exchange distribution in accordance with the rules of the
    applicable exchange;
    privately negotiated transactions;
    short sales effected after the date the registration statement
    of which this prospectus is a part is declared effective by the
    SEC;
    through the writing or settlement of options or other hedging
    transactions, whether through an options exchange or otherwise;
    broker-dealers may agree with the selling stockholders to sell a
    specified number of such shares at a stipulated price per
    share; and
    a combination of any such methods of sale.         101




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102




---



##### Table of Contents



LEGAL
    MATTERS   EXPERTS   CHANGE IN
    ACCOUNTANTS       WHERE YOU CAN
    FIND MORE INFORMATION  Form S-1
 103




---



##### Table of Contents



1-800-SEC-0330 http://www.sec.gov
   104




---



##### 



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARYCONSOLIDATED FINANCIAL STATEMENTSCONTENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-3Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Changes in
    Shareholders Equity for the years ended December 31,
    2010, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-7Consolidated Balance Sheets as of March 31,
    2011 (unaudited) and December 31, 2010


F-23Consolidated Statements of Operations for the
    three months ended March 31, 2011 and 2010 (unaudited)


F-24Consolidated Statements of Changes in
    Shareholders Equity for the three months ended
    March 31, 2011 (unaudited) and year ended December 31,
    2010


F-25Consolidated Statements of Cash Flows for the
    three months ended March 31, 2011 and 2010 (unaudited)


F-26Notes to Consolidated Financial Statements
    (unaudited)


F-27   F-1




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
             UHY
    LLP
    F-2




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2010


2009ASSETSCURRENT ASSETSCash and cash equivalents

$
2,816,734


$
1,178,275Accounts receivable, net of allowance for doubtful accounts of
    $509,717 and $311,324, respectively


44,354,381



12,668,069Inventories, net


8,181,903



2,462,935Prepaid expenses and other current assets


3,767,614



347,206Deferred tax assets


265,000



167,000TOTAL CURRENT ASSETS


59,385,632



16,823,485PROPERTY, PLANT AND EQUIPMENT, net


88,395,494



65,404,436OTHER ASSETSGoodwill


60,338,653



60,338,653Intangible assets, net of accumulated amortization of $4,498,183
    and $3,429,308


5,767,817



6,836,692Deposits on equipment under construction


8,413,009



578,205Deferred financing costs, net of accumulated amortization of
    $505,560 and $1,010,591, respectively


3,190,215



241,286Other


597,571



8,479TOTAL OTHER ASSETS


78,307,265



68,003,315TOTAL ASSETS

$
226,088,391


$
150,231,236LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable

$
13,084,316


$
10,598,159Revolving credit facility






4,125,000Current portion of long-term debt and capital leases


27,222,222



2,540,697Accrued expenses


8,179,351



1,470,859Accrued taxes


6,525,100



271,000Warrants






335,967Deferred revenue


4,033,000



33,000TOTAL CURRENT LIABILITIES


59,043,989



19,374,682LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS


44,816,961



60,668,298LONG-TERM DEFERRED REVENUE


723,250



756,250DEFERRED TAX LIABILITIES


12,058,000



3,633,000TOTAL LIABILITIES


116,642,200



84,432,230COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, par value of $.01, 100,000,000 shares
    authorized, 47,499,074 and 46,322,850 issued and outstanding,
    respectively


474,991



463,229Additional paid-in capital


78,288,578



66,925,222Retained earnings (accumulated deficit)


30,682,622



(1,589,445
)TOTAL SHAREHOLDERS EQUITY


109,446,191



65,799,006TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
226,088,391


$
150,231,236    F-3




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2010


2009


2008REVENUE

$
244,157,215


$
67,029,969


$
62,441,238COST OF SALES


154,297,372



54,241,544



42,401,189GROSS PROFIT


89,859,843



12,788,425



20,040,049SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


17,998,125



9,533,223



8,949,638LOSS ON SALE/DISPOSAL OF ASSETS


1,571,033



920,078



397,238OPERATING INCOME


70,290,685



2,335,124



10,693,173OTHER INCOME (EXPENSE)Interest income


8,841



3,661



4,890Interest expense


(17,349,346
)


(4,712,077
)


(6,913,606
)Lender fees


(322,205
)


(390,664
)


(510,733
)Other income


162,661







Other expense


(149,659
)


(51,923
)


(67,693
)TOTAL OTHER EXPENSE


(17,649,708
)


(5,151,003
)


(7,487,142
)INCOME (LOSS) BEFORE INCOME TAXES


52,640,977



(2,815,879
)


3,206,031PROVISION (BENEFIT) FOR INCOME TAXES


20,368,910



(386,000
)


2,085,026NET INCOME (LOSS)

$
32,272,067


$
(2,429,879
)

$
1,121,005INCOME (LOSS) PER COMMON SHARE:Basic

$
0.70


$
(0.05
)

$
0.02Diluted

$
0.67


$
(0.05
)

$
0.02WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic


46,351,853



46,322,850



46,322,850Diluted


47,850,728



46,322,850



46,603,816    F-4




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  RetainedAdditional


Earnings


TotalCommon Stock


Paid-In


(Accumulated


ShareholdersShares


Amount


Capital


Deficit)


EquityBalance at January 1, 2008


46,322,850


$
463,229


$
66,614,044


$
(280,571
)

$
66,796,702Share-based compensation expense










181,727







181,727Net income














1,121,005



1,121,005Balance at December 31, 2008


46,322,850



463,229



66,795,771



840,434



68,099,434Share-based compensation expense










129,451







129,451Net loss














(2,429,879
)


(2,429,879
)Balance at December 31, 2009


46,322,850



463,229



66,925,222



(1,589,445
)


65,799,006Exercise of warrants


1,176,224



11,762



10,728,943







10,740,705Share-based compensation expense










634,413







634,413Net income














32,272,067



32,272,067Balance at December 31, 2010


47,499,074


$
474,991


$
78,288,578


$
30,682,622


$
109,446,191    F-5




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
32,272,067


$
(2,429,879
)

$
1,121,005Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation expense


9,675,130



8,758,915



7,647,812Amortization expense


1,068,875



1,068,875



1,188,227Provision for doubtful accounts receivable, net of write-offs


504,245



200,000



145,000Share-based compensation expense


634,413



129,451



181,727Loss on change in fair value of warrant liability


10,403,058



335,967



Deferred income taxes


8,327,000



(624,000
)


1,689,000Loss on sale/disposal of assets


1,571,033



920,078



397,238Non cash paid in kind interest expense


277,564



293,298



Amortization of deferred financing costs


746,846



319,344



319,344Changes in operating assets and liabilities:Accounts receivable


(32,190,557
)


494,371



(9,098,455
)Inventories


(5,718,968
)


(1,602,368
)


(279,275
)Prepaid expenses and other current assets


(1,707,584
)


164,632



(437,419
)Accounts payable


2,486,157



4,078,869



4,814,744Accrued liabilities


6,708,492



73,080



645,228Accrued taxes


6,254,100



(125,000
)


284,874Deferred revenue


4,000,000







Other


(589,092
)






(8,479
)NET CASH PROVIDED BY OPERATING ACTIVITIES


44,722,779



12,055,633



8,610,571CASH FLOWS FROM INVESTING ACTIVITIESPurchase of and deposits on property, plant and equipment


(44,472,780
)


(4,300,897
)


(21,526,076
)Proceeds from MEDCO Incentive










819,500Proceeds from sale/disposal of property, plant and equipment


654,931



47,292



33,840NET CASH USED IN INVESTING ACTIVITIES


(43,817,849
)


(4,253,605
)


(20,672,736
)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings (repayment) of revolving credit facilities, net


(34,500,000
)


(6,150,000
)


17,000,000Proceeds from long-term debt


75,887,850



2,000,000



Repayments of long-term debt


(36,919,529
)


(2,500,000
)


(5,000,000
)Repayments of capital lease obligations


(40,697
)


(82,873
)


(78,742
)Financing costs


(3,695,775
)






Proceeds from exercise of warrants


1,680







NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


733,529



(6,732,873
)


11,921,258NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


1,638,459



1,069,155



(140,907
)CASH AND CASH EQUIVALENTS, beginning of year


1,178,275



109,120



250,027CASH AND CASH EQUIVALENTS, end of year

$
2,816,734


$
1,178,275


$
109,120SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the year for:Interest

$
5,795,578


$
4,094,823


$
6,168,715Income taxes (net of refunds received)

$
5,747,710


$
395,929


$
111,152    F-6




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2010, 2009 AND 2008
  Note 1 
    Nature of
    Business and Summary of Significant Accounting
    Policies  Organization of
    Business:
    Use of Estimates:
  Basis of Presentation:
  Principles of Consolidation:
  Cash and Cash Equivalents:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Inventories: (first-in,
 F-7




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property, Plant and
    Equipment:
      Goodwill, Intangible Assets and
    Amortization:
    Deferred Financing Costs:
  Year Ending December 31,2011

$
1,165,2082012


1,165,2082013


859,799$
3,190,215   Impairment of Long-Lived
    Assets:
 F-8




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue Recognition:
 
  Hydraulic Fracturing Revenue. agreed-upon
 
  Coiled Tubing and Pressure Pumping
    Revenue.
  Materials Consumed While Performing
    Services.
  Share-Based Compensation: Share-Based
    Compensation
  Income Taxes:
 F-9




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Income Taxes
  Fair Value of Financial
    Instruments:
  Earnings per Share:
 F-10




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Numerator:Net income (loss) attributed to common shareholders

$
32,272,067


$
(2,429,879
)

$
1,121,005Denominator:Weighted average common shares outstanding


46,351,853



46,322,850



46,322,850Effect of potentially dilutive common shares:Warrants and stock options


1,498,875







280,966Weighted average common shares outstanding and assumed
    conversions


47,850,728



46,322,850



46,603,816Income (loss) per common share:Basic

$
0.70


$
(0.05
)

$
0.02Diluted

$
0.67


$
(0.05
)

$
0.02Potentially dilutive securities excluded as anti-dilutive


243,146



254,381



26,019   Reclassifications:
  Recent Accounting
    Pronouncements:
   F-11




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 2 
    Property, Plant
    and Equipment    Estimated

December 31,Useful Lives

2010


2009Land

Indefinite

$
395,400


$
395,400Machinery and equipment

5-10 years


79,380,054



76,455,371Building and leasehold improvements

5-25 years


5,092,456



4,910,127Transportation equipment

5 years


4,773,372



2,375,368Office furniture, fixtures and equipment

5-10 years


1,004,764



839,62690,646,046



84,975,892Less: accumulated depreciation




(27,712,337
)


(19,571,456
)62,933,709



65,404,436Assets not yet placed in service




25,461,785



Property, plant and equipment, net



$
88,395,494


$
65,404,436   Note 3 
    Intangibles    Amortization

December 31,Period

2010


2009Trade name

15 years

$
3,675,000


$
3,675,000Customer relationship

8 years


6,591,000



6,591,00010,266,000



10,266,000Less: accumulated amortization




(4,498,183
)


(3,429,308
)Intangible assets, net



$
5,767,817


$
6,836,692       Year Ending December 31,2011

$
1,068,8752012


1,068,8752013


1,068,8752014


897,2342015


245,000Thereafter


1,418,958$
5,767,817  F-12




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4 
    Long-Term Debt
    and Capital Lease Obligations    December 31,2010


2009Senior credit facility with a financial institution maturing on
    June 1, 2013 with maximum allowable indebtedness of
    $126,666,667; a principal installment of $3,333,333 paid on
    December 15, 2010, principal installments of $1,111,111 to
    be paid on January 1, 2011 and February 1, 2011 and
    then monthly in the amount of $2,500,000, with any remaining
    balance due at maturity; interest payable monthly at a variable
    interest rate determined from a pricing scale based on
    debt/EBITDA ratio, where the LIBOR floor is 1.5% (weighted
    average approximate rate of 5.0% at December 31,
    2010).

$
47,039,183


$
$25,000,000 subordinated term loan with a financial institution
    due in a lump sum on June 30, 2014; interest payable
    monthly, at a rate of LIBOR plus 13%, where the LIBOR floor is
    1.0% (14% at December 31, 2010).


25,000,000



$37,500,000 maximum credit facility with a bank, principal
    payable quarterly in varying amounts, due on January 31,
    2011, interest payable quarterly, at a rate of prime plus 4% or
    LIBOR plus 4%, where the LIBOR floor is 2.5%. This facility was
    closed in 2010.






37,500,000$35,000,000 term loan with a financial institution due on
    April 30, 2011; principal payable quarterly in varying
    amounts, due April 11, 2011; interest payable quarterly, at
    a rate of LIBOR plus 9.0%, where the LIBOR floor is 2.5%. The
    Company has the option to pay up to 4% of the interest in kind,
    thereby capitalizing accrued interest by increasing the
    outstanding principal. This loan was paid in full in 2010.






27,781,111$909,000 of subordinated promissory notes with a group of
    stockholders, due on October 1, 2012; interest payable
    quarterly, at a rate of prime plus 0.50%. The Company has the
    option to pay the interest in kind, thereby capitalizing accrued
    interest by increasing the outstanding principal. These notes
    were paid and closed in 2010.






914,539$1,000,000 of subordinated promissory notes with a financial
    institution due on October 1, 2012; interest payable
    quarterly, at a rate of prime plus 0.50%. The Company has the
    option to pay the interest in kind, thereby capitalizing accrued
    interest by increasing the outstanding principal. These notes
    were paid and closed in 2010.






914,539$182,000 of subordinated promissory notes with a stockholder due
    on October 1, 2012; interest payable quarterly, at a rate
    of prime plus 0.50%. The Company has the option to pay the
    interest in kind, thereby capitalizing accrued interest by
    increasing the outstanding principal. These notes were paid and
    closed in 2010.






183,109 F-13




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2010


2009Capital lease payable for 77 vehicle location units; interest at
    4.95%, due in monthly installments of $4,235 including interest
    through October 2010. This lease was paid in full in 2010.






38,012Capital lease payable for 55 vehicle location units; interest at
    4.95%, due in monthly installments of $3,025 including interest
    through January 2010. This lease was paid in full in 2010.






2,68572,039,183



67,333,995Less: amount maturing within one year


27,222,222



6,665,697Long-term debt and capital lease obligations

$
44,816,961


$
60,668,298             Year Ending December 31,2011

$
27,222,2222012


16,816,9612013


3,000,0002014


25,000,000$
72,039,183   Note 5 
    Derivative
    Liabilities  Derivatives and Hedging
 F-14




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      fixed-for-fixed
  fixed-for-fixed
  Fair Value of Derivative InstrumentsDerivative not Designated




As of


As ofas Hedging Instruments

Balance Sheet Location


December 31, 2010


December 31, 2009Equity contracts


Current liabilities


$



$
335,967Total





$



$
335,967     Year Ended December 31,2010


2009Location of


Amount of Loss


Amount of LossLoss Recognized in


Recognized in


Recognized inOperations on


Operations on


Operations onDerivative not Designated as
    Hedging Instruments

Derivative


Derivative


DerivativeEquity contracts


Interest expense


$
10,403,058


$
335,967Total





$
10,403,058


$
335,967  F-15




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Fair Value of
    Financial Instruments      
    Level 1  Unadjusted quoted prices
    in active markets that are accessible at the measurement date
    for identical, unrestricted assets or liabilities.
    Level 2  Inputs other than quoted
    prices included within Level 1 that are observable for the
    asset or liability, either directly or indirectly, including
    quoted prices for similar assets or liabilities in active
    markets; quoted prices for identical or similar assets or
    liabilities in markets that are not active; inputs other than
    quoted prices that are observable for the asset or liability
    (e.g., interest rates); and inputs that are derived principally
    from or corroborated by observable market data by correlation or
    other means.
    Level 3 Inputs that are both
    significant to the fair value measurement and unobservable.
    Unobservable inputs reflect the Companys judgment about
    assumptions market participants would use in pricing the asset
    or liability estimated impact to quoted prices markets.      December 31, 2009Level 1


Level 2


Level 3


TotalWarrants

$



$



$
335,967


$
335,967Total Derivative Liabilities

$



$



$
335,967


$
335,967   Black-Scholes
  and/or
 F-16




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Level 3Balance  January 1, 2009

$
Included in earnings as interest expense


(335,967
)Balance  December 31, 2009


(335,967
)Included in earnings as interest expense


(10,403,058
)Reclassified to APIC


10,739,025Balance  December 31, 2010

$
     Note 7 
    Income
    Taxes    Year Ended December 31,2010


2009


2008Current provision:Federal

$
10,502,000


$



$
30State


1,539,910



238,000



395,996Total current provision


12,041,910



238,000



396,026Deferred (benefit) provision:Federal


8,327,000



(624,000
)


1,689,000Total deferred (benefit) provision


8,327,000



(624,000
)


1,689,000Provision (benefit) for income taxes

$
20,368,910


$
(386,000
)

$
2,085,026     2010


2009


2008Federal statutory rate


35.0
%


34.0
%


34.0
%State income taxes, net of federal benefit


2.9
%


(8.5
)%


12.4
%Non-deductible amortization expense on intangibles


0.0
%


(11.9
)%


11.3
%Permanent difference on MEDCO incentive proceeds


0.0
%


0.0
%


7.3
%Other


0.8
%


0.1
%


0.0
%Effective income tax rate


38.7
%


13.7
%


65.0
%  F-17




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009Deferred tax assets  short-term

$
265,000


$
167,000Deferred tax liabilities  long-term


(12,058,000
)


(3,633,000
)Total

$
(11,793,000
)

$
(3,466,000
)       December 31,2010


2009Deferred tax assets:Compensation

$
655,000


$
421,000Allowance for doubtful accounts


178,000



106,000Inventory reserves


13,000



13,000Accruals


73,000



48,000Net operating losses






5,525,000Contribution Carryover






73,000Total gross deferred tax assets


919,000



6,186,000Valuation allowance






Total gross deferred tax assets


919,000



6,186,000Deferred tax liabilities:Depreciation on property, plant and equipment


(9,429,000
)


(7,056,000
)Amortization of goodwill


(3,283,000
)


(2,596,000
)Total gross deferred tax liabilities


(12,712,000
)


(9,652,000
)Net deferred tax liabilities

$
(11,793,000
)

$
(3,466,000
)   Note 8 
    Employee Benefit
    Plan    Note 9 
    Share-Based
    Compensation   F-18




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
  2010

2009

2008Expected volatility


75
%


*



65
%Expected dividends


None



*



NoneExercise price

$
10.00



*


$
1.43Expected term (in years)


6.00



*



6.25Risk-free rate


2.1
%


*



1.87
%      *
    
    There were no options granted during the year ended
    December 31, 2009. F-19




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     WeightedAverageWeighted


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Life


Value(In years)Outstanding at January 1, 2010


1,872,318


$
1.43Granted


3,359,936



10.00Exercised






Forfeited






Outstanding at December 31, 2010


5,232,254


$
6.93



8.61


$
16,048,387Exercisable at December 31, 2010


1,907,318


$
1.59



6.21


$
16,048,387       Note 10 
    Related Party
    Transactions      Note 11 
    Concentration of
    Credit Risk   F-20




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12 
    Commitments and
    Contingencies    take-or-pay
      Year Ending December 31,2011

$
4,722,0052012


5,191,6972013


5,195,0022014


3,337,5462015


656,298Thereafter


646,688$
19,749,236   Note 13 
    Medco
    Incentive   F-21




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       
  Note 14 
    Segment
    Reporting 
 
  Segment Reporting,
 
 
  Note 15 
    Revenue by
    Service Line 
 
   
  
 Years Ended December 31,Service Line

2010


2009


2008Hydraulic fracturing

$
182,656,660


$
38,105,115


$
27,469,893Coiled tubing


50,592,310



23,349,211



26,800,494Pressure pumping


10,908,245



5,575,643



8,170,851Total revenue

$
244,157,215


$
67,029,969


$
62,441,238  
 
  Note 16 
    Subsequent
    Events 
   F-22




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    BALANCE SHEETS
  March 31,


December 31,2011


2010(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents

$
2,055,769


$
2,816,734Accounts receivable, net of allowance for doubtful accounts of
    $576,717 and $509,717, respectively


71,768,797



44,354,381Inventories, net


14,459,096



8,181,903Prepaid expenses and other current assets


4,654,215



3,767,614Deferred tax assets


312,000



265,000TOTAL CURRENT ASSETS


93,249,877



59,385,632PROPERTY, PLANT AND EQUIPMENT, net


117,276,855



88,395,494OTHER ASSETSGoodwill


60,338,653



60,338,653Intangible assets, net of accumulated amortization of $4,765,402
    and $4,498,183


5,500,598



5,767,817Deposits on equipment under construction


5,432,128



8,413,009Deferred financing costs, net of accumulated amortization of
    $796,862 and $505,560, respectively


2,961,913



3,190,215Other


597,571



597,571TOTAL OTHER ASSETS


74,830,863



78,307,265TOTAL ASSETS

$
285,357,595


$
226,088,391LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable

$
26,651,631


$
13,084,316Current portion of long-term debt and capital leases


30,000,000



27,222,222Accrued expenses


6,190,575



8,179,351Accrued taxes


6,012,005



6,525,100Deferred revenue


33,000



4,033,000TOTAL CURRENT LIABILITIES


68,887,211



59,043,989LONG-TERM DEBT


49,066,962



44,816,961DEFERRED TAX LIABILITIES


25,940,000



12,058,000OTHER LONG-TERM LIABILITIES


800,401



723,250TOTAL LIABILITIES


144,694,574



116,642,200COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, par value of $.01, 100,000,000 shares
    authorized, 47,499,074 issued and outstanding


474,991



474,991Additional paid-in capital


80,420,248



78,288,578Retained earnings


59,767,782



30,682,622TOTAL SHAREHOLDERS EQUITY


140,663,021



109,446,191TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
285,357,595


$
226,088,391    F-23




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF OPERATIONS (UNAUDITED)
  Three Months Ended March 31,2011


2010REVENUE

$
127,204,077


$
32,636,448COST OF SALES


70,048,019



23,176,216GROSS PROFIT


57,156,058



9,460,232SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


8,824,907



2,867,163GAIN ON DISPOSAL OF ASSETS


(89,612
)


(16,197
)OPERATING INCOME


48,420,763



6,609,266OTHER INCOME (EXPENSE)Interest income


591



179Interest expense


(1,958,667
)


(2,997,689
)Lender fees


(25,000
)


(53,250
)Other income


13,000



101,515Other expense






(1,146
)TOTAL OTHER EXPENSE


(1,970,076
)


(2,950,391
)INCOME BEFORE INCOME TAXES


46,450,687



3,658,875PROVISION FOR INCOME TAXES


17,365,527



1,415,766NET INCOME

$
29,085,160


$
2,243,109INCOME PER COMMON SHARE:Basic

$
0.61


$
0.05Diluted

$
0.60


$
0.05WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic


47,499,074



46,322,850Diluted


48,696,969



46,836,469    F-24




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  
 Additional





TotalCommon Stock


Paid-In


Retained


ShareholdersShares


Amount


Capital


Earnings


EquityBalance at December 31, 2009


46,322,850


$
463,229


$
66,925,222


$
(1,589,445
)

$
65,799,006Exercise of warrants


1,176,224



11,762



10,728,943







10,740,705Share-based compensation expense










634,413







634,413Net income














32,272,067



32,272,067Balance at December 31, 2010


47,499,074



474,991



78,288,578



30,682,622



109,446,191Share-based compensation expense*










2,131,670







2,131,670Net income*














29,085,160



29,085,160Balance at March 31, 2011*


47,499,074


$
474,991


$
80,420,248


$
59,767,782


$
140,663,021  
    *
    
    Unaudited   F-25




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS (UNAUDITED)
  Three Months Ended March 31,2011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet income

$
29,085,160


$
2,243,109Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation expense


3,335,589



2,249,772Amortization expense


267,219



267,218Provision for doubtful accounts receivable, net of write-offs


67,500



12,500Share-based compensation expense


2,131,670



32,650Loss on change in fair value of warrant liability






1,475,714Deferred income taxes


13,835,000



150,460Gain on disposal of assets


(89,612
)


(16,197
)Non cash paid in kind interest expense






277,564Amortization of deferred financing costs


291,302



79,836Changes in operating assets and liabilities:Accounts receivable


(27,481,916
)


(6,322,053
)Inventories


(6,277,193
)


515,114Prepaid expenses and other current assets


(2,599,425
)


38,729Accounts payable


13,567,315



1,538,155Accrued liabilities


(1,988,776
)


(721,680
)Accrued taxes


(513,095
)


1,265,306Deferred revenue


(4,000,000
)


Other


85,401



NET CASH PROVIDED BY OPERATING ACTIVITIES


19,716,139



3,086,197CASH FLOWS FROM INVESTING ACTIVITIESPurchase of and deposits on property, plant and equipment


(29,784,282
)


(2,514,940
)Proceeds from disposal of property, plant and equipment


2,342,399



24,561NET CASH USED IN INVESTING ACTIVITIES


(27,441,883
)


(2,490,379
)CASH FLOWS FROM FINANCING ACTIVITIESRepayment of revolving credit facilities


(1,000,000
)


(1,000,000
)Proceeds from long-term debt


12,750,001



Repayments of long-term debt


(4,722,222
)


(625,000
)Repayments of capital lease obligations






(14,969
)Financing costs


(63,000
)


NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


6,964,779



(1,639,969
)NET DECREASE IN CASH AND CASH EQUIVALENTS


(760,965
)


(1,044,151
)CASH AND CASH EQUIVALENTS, beginning of period


2,816,734



1,178,275CASH AND CASH EQUIVALENTS, end of period

$
2,055,769


$
134,124SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the period for:Interest

$
1,087,352


$
818,695Income taxes (net of refunds received)

$
4,037,068


$
    F-26




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Note 1 
    Nature of Business and Summary of Significant Accounting
    Policies
  Organization of Business:
    Basis of Presentation:
  Principles of Consolidation:
  Use of Estimates:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Inventories: (first-in,
 F-27




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Property, Plant and
    Equipment:
      Goodwill, Intangible Assets and
    Amortization:
 
  Revenue Recognition:
 
  Hydraulic Fracturing Revenue. agreed-upon
  Coiled Tubing and Pressure Pumping
    Revenue.
 
  Materials Consumed While Performing
    Services.
 
 F-28




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Share-Based Compensation: Share-Based Compensation
  Fair Value of Financial
    Instruments:
  Income Taxes:
      Earnings per Share
 F-29




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Three Months Ended March 31,2011


2010Numerator:Net income attributed to common shareholders

$
29,085,160


$
2,243,109Denominator:Weighted average common shares outstanding


47,499,074



46,322,850Effect of potentially dilutive common shares:Warrants and stock options


1,197,895



513,619Weighted average common shares outstanding and assumed
    conversions


48,696,969



46,836,469Income per common share:Basic

$
0.61


$
0.05Diluted

$
0.60


$
0.05Potentially dilutive securities excluded as anti-dilutive


3,648,180



647,318   Recent Accounting Pronouncements: No. 2010-09, 2010-29). 2010-29 2010-29
  Note 2 
    Long-Term
    Debt   March 31,


December 31,2011


2010Senior credit facility with a financial institution maturing on
    June 1, 2013 with maximum allowable indebtedness of
    $126,666,667; with principal installments of $2,500,000 to be
    paid monthly with any remaining balance due at maturity;
    interest payable monthly at a variable interest rate determined
    from a pricing scale based on debt/EBITDA ratio, where the LIBOR
    floor is 1.5% (weighted average approximate rate of 5.3% at
    March 31, 2011)

$
54,066,962


$
47,039,183$25,000,000 subordinated term loan with a financial institution
    due in a lump sum on June 30, 2014; interest payable
    monthly, at a rate of LIBOR plus 13%, where the LIBOR floor is
    1.0% (14.0% at March 31, 2011)


25,000,000



25,000,00079,066,962



72,039,183Less: amount maturing within one year


30,000,000



27,222,222Long-term debt

$
49,066,962


$
44,816,961     F-30




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Subsequent Events
  Note 3 
    Derivative
    Liabilities  Derivatives and Hedging
      fixed-for-fixed
  fixed-for-fixed
 F-31




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Three Months Ended March 31,2011


2010Location of


Amount of Loss


Amount of LossLoss Recognized in


Recognized in


Recognized inDerivative not Designated

Operations on


Operations on


Operations onas Hedging Instruments

Derivative


Derivative


DerivativeEquity contracts


Interest expense


$



$
1,475,714Total





$



$
1,475,714   Note 4 
    Fair Value of
    Financial Instruments      
    Level 1  Unadjusted quoted prices in active
    markets that are accessible at the measurement date for
    identical, unrestricted assets or liabilities.
    Level 2  Inputs other than quoted prices
    included within Level 1 that are observable for the asset
    or liability, either directly or indirectly, including quoted
    prices for similar assets or liabilities in active markets;
    quoted prices for identical or similar assets or liabilities in
    markets that are not active; inputs other than quoted prices
    that are observable for the asset or liability (e.g., interest
    rates); and inputs that are derived principally from or
    corroborated by observable market data by correlation or other
    means.
    Level 3  Inputs that are both significant to the
    fair value measurement and unobservable. Unobservable inputs
    reflect the Companys judgment about assumptions market
    participants would use in pricing the asset or liability
    estimated impact to quoted prices markets.    Derivative
    Liabilities
  and/or
 F-32




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      Level 3Balance  December 31, 2009

$
(335,967
)Included in earnings as interest expense


(1,475,714
)Balance  March 31, 2010

$
(1,811,681
)     Note 5 
    Share-Based
    Compensation      and/or
     F-33




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
 
   
  Note 6 
    Concentration of
    Credit Risk    Note 7 
    Commitments and
    Contingencies  take-or-pay
    Note 8 
    Subsequent
    Events         F-34




---



##### Table of Contents



C&J Energy Services,
    Inc.
   28,768,000 Shares
  Common Stock
     PROSPECTUS




---



##### Table of Contents



Part II
  INFORMATION NOT
    REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses
    of Issuance and Distribution    SEC Registration Fee

$FINRA Filing FeeNYSE Listing FeeAccountants Fees and ExpensesLegal Fees and ExpensesPrinting and Engraving ExpensesTransfer Agent and Registrar FeesMiscellaneousTotal

$   Item 14.
    Indemnification
    of Directors and Officers    
    for any breach of their duty of loyalty to us or our
    stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for unlawful payment of dividend or unlawful stock repurchase or
    redemption, as provided under Section 174 of the
    DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.     II-1




---



##### Table of Contents



Item 15.
    Recent Sales
    of Unregistered Securities      Item 16.
    Exhibits    ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of C&J
    Energy Services, Inc. (incorporated herein by reference to
    Exhibit 3.1 to the C&J Energy Services, Inc.s
    Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))3
.2

Amended and Restated Bylaws of C&J Energy Services, Inc.
    (incorporated herein by reference to Exhibit 3.2 to the
    C&J Energy Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))4
.1

Form of Stock Certificate (incorporated herein by reference to
    Exhibit 4.1 to C&J Energy Services, Inc.s
    Registration Statement on Form S-1/A, dated May 12,
    2011 (Registration No. 333-173177)*5
.1

Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered10
.1

C&J Energy Services, Inc. 2006 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    October 16, 2006 (incorporated herein by reference to
    Exhibit 10.1 to the C&J Energy Services, Inc.s
    Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.2

Amendment to the C&J Energy Services, Inc. 2006 Stock
    Option Plan, dated December 23, 2010 (incorporated herein
    by reference to Exhibit 10.2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177)) II-2




---



##### Table of Contents



ExhibitNumber

Description10
.3

C&J Energy Services, Inc. 2010 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    December 15, 2010 (incorporated herein by reference to
    Exhibit 10.3 to Amendment No. 2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.4

Master Operating Lease dated July 14, 2010, between
    BB&T Equipment Finance Corporation, the C&J Spec-Rent
    Services, Inc. and C&J Energy Services, Inc., as amended,
    supplemented and modified from time to time, and the related
    Equipment Schedules (as defined therein) (incorporated herein by
    reference to Exhibit 10.4 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.5

Master Operating Lease Agreement dated as of July 21, 2010,
    between AIG Commercial Equipment Finance, Inc., and C&J
    Spec-Rent Services, Inc. and C&J Energy Services, Inc., as
    amended, supplemented and modified from time to time, and the
    related Equipment Schedules (as defined therein) (incorporated
    herein by reference to Exhibit 10.5 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.6

Rider 1 dated as of July 21, 2010 to Master Operating Lease
    Agreement dated as of July 21, 2010, between AIG Commercial
    Equipment Finance, Inc., and C&J Spec-Rent Services, Inc.
    and C&J Energy Services, Inc., as amended, supplemented and
    modified from time to time, and the related Equipment Schedules
    (as defined in the Master Operating Lease Agreement)
    (incorporated herein by reference to Exhibit 10.6 to the
    C&J Energy Services, Inc.s Registration
    Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.7

Amended and Restated Employment Agreement effective
    December 23, 2010 between C&J Energy Services, Inc.
    and Joshua E. Comstock (incorporated herein by reference to
    Exhibit 10.7 to Amendment No. 2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.8

Amended and Restated Employment Agreement effective
    December 23, 2010 between C&J Energy Services, Inc.
    and Randall C. McMullen, Jr. (incorporated herein by reference
    to Exhibit 10.8 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.9

Amended and Restated Employment Agreement effective
    December 23, 2010 between C&J Energy Services, Inc.
    and Bretton W. Barrier (incorporated herein by reference to
    Exhibit 10.9 to Amendment No. 2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.10

Employment Agreement effective February 1, 2011 between
    C&J Energy Services, Inc. and Theodore R. Moore
    (incorporated herein by reference to Exhibit 10.10 to
    Amendment No. 2 to the C&J Energy Services,
    Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.11

Joshua E. Comstock Non-Statutory Stock Option Agreement, dated
    December 23, 2010 (incorporated herein by reference to
    Exhibit 10.11 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.12

Randall C. McMullen, Jr. Non-Statutory Stock Option Agreement,
    dated December 23, 2010 (incorporated herein by reference
    to Exhibit 10.12 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.13

Bretton W. Barrier Non-Statutory Stock Option Agreement, dated
    December 23, 2010 (incorporated herein by reference to
    Exhibit 10.13 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177) II-3




---



##### Table of Contents



ExhibitNumber

Description10
.14

Theodore R. Moore Non-Statutory Stock Option Agreement, dated
    February 1, 2011 (incorporated herein by reference to
    Exhibit 10.14 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.15

Amended and Restated Stockholders Agreement of C&J Energy
    Services, Inc. dated as of December 23, 2010 (incorporated
    herein by reference to Exhibit 10.15 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.16

First Amendment to the Amended and Restated Stockholders
    Agreement of C&J Energy Services, Inc. dated as of
    May 12, 2011 (incorporated herein by reference to
    Exhibit 10.16 to Amendment No. 2 to the C&J
    Energy Services, Incs Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177))10
.17

Registration Rights Agreement, dated December 23, 2010,
    among C&J Energy Services, Inc., certain of our
    stockholders and FBR Capital Markets & Co.
    (incorporated herein by reference to Exhibit 10.17 to the
    C&J Energy Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.18

Credit Agreement, dated as of April 19, 2011, among
    C&J Energy Services, Inc. as Borrower, Bank of America,
    N.A. as Administrative Agent, Swing Line Lender and L/C Issuer,
    Comerica Bank as L/C Issuer and Syndication Agent, Wells Fargo
    Bank, National Association as Documentation Agent, and the Other
    Lenders party thereto (incorporated herein by reference to
    Exhibit 10.18 to Amendment No. 1 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 12, 2011 (Registration
    No. 333-173177))**16
.1

Letter from Flackman Goodman & Proctor, P.A., dated
    March 30, 201121
.1

List of Subsidiaries of C&J Energy Services, Inc.
    (incorporated herein by reference to Exhibit 21.1 to the
    C&J Energy Services, Inc.s Registration Statement on
    Form S-1,
    dated June 29, 2011 (Registration
    No. 333-173177))23
.1

Consent of UHY LLP*23
.2

Consent of Vinson & Elkins L.L.P. (included as part of
    Exhibit 5.1 hereto)**24
.1

Power of Attorney  
   *
    
    To be filed by amendment.**
    
    Previously filed.
    
    Management contract or compensatory plan or arrangement.  Item 17.
    Undertakings   II-4




---



##### Table of Contents



post-effective
     II-5




---



##### Table of Contents



SIGNATURES
 
   
    By:
    /s/  Joshua
    E. Comstock       
 Signatures

Title

Date/s/  Joshua
    E. ComstockJoshua
    E. Comstock

Chief Executive Officer, President and Chairman of the Board of
    Directors (principal executive officer)

June 29, 2011/s/  Randall
    C. McMullen, Jr.Randall
    C. McMullen, Jr.

Executive Vice President, Chief Financial Officer, Treasurer and
    Director (principal financial officer)

June 29, 2011/s/  Mark
    C. CashiolaMark
    C. Cashiola

Corporate Controller
    (principal accounting officer)

June 29, 2011*Darren
    M. Friedman

Director

June 29, 2011*James
    P. Benson

Director

June 29, 2011*Michael
    Roemer

Director

June 29, 2011*H.
    H. Tripp Wommack, III

Director

June 29, 2011*C.
    James Stewart, III

Director

June 29, 2011  
  *By:
    /s/  Randall
    C. McMullen, Jr.  
  
  II-6




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of C&J
    Energy Services, Inc. (incorporated herein by reference to
    Exhibit 3.1 to the C&J Energy Services, Inc.s
    Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))3
.2

Amended and Restated Bylaws of C&J Energy Services, Inc.
    (incorporated herein by reference to Exhibit 3.2 to the
    C&J Energy Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))4
.1

Form of Stock Certificate (incorporated herein by reference to
    Exhibit 4.1 to C&J Energy Services, Inc.s
    Registration Statement on
    Form S-1/A,
    dated May 12, 2011 (Registration No. 333-173177)*5
.1

Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered10
.1

C&J Energy Services, Inc. 2006 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    October 16, 2006 (incorporated herein by reference to
    Exhibit 10.1 to the C&J Energy Services, Inc.s
    Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.2

Amendment to the C&J Energy Services, Inc. 2006 Stock
    Option Plan, dated December 23, 2010 (incorporated herein
    by reference to Exhibit 10.2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.3

C&J Energy Services, Inc. 2010 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    December 15, 2010 (incorporated herein by reference to
    Exhibit 10.3 to Amendment No. 2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.4

Master Operating Lease dated July 14, 2010, between
    BB&T Equipment Finance Corporation, the C&J Spec-Rent
    Services, Inc. and C&J Energy Services, Inc., as amended,
    supplemented and modified from time to time, and the related
    Equipment Schedules (as defined therein) (incorporated herein by
    reference to Exhibit 10.4 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.5

Master Operating Lease Agreement dated as of July 21, 2010,
    between AIG Commercial Equipment Finance, Inc., and C&J
    Spec-Rent Services, Inc. and C&J Energy Services, Inc., as
    amended, supplemented and modified from time to time, and the
    related Equipment Schedules (as defined therein) (incorporated
    herein by reference to Exhibit 10.5 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.6

Rider 1 dated as of July 21, 2010 to Master Operating Lease
    Agreement dated as of July 21, 2010, between AIG Commercial
    Equipment Finance, Inc., and C&J Spec-Rent Services, Inc.
    and C&J Energy Services, Inc., as amended, supplemented and
    modified from time to time, and the related Equipment Schedules
    (as defined in the Master Operating Lease Agreement)
    (incorporated herein by reference to Exhibit 10.6 to the
    C&J Energy Services, Inc.s Registration
    Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.7

Amended and Restated Employment Agreement effective
    December 23, 2010 between C&J Energy Services, Inc.
    and Joshua E. Comstock (incorporated herein by reference to
    Exhibit 10.7 to Amendment No. 2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.8

Amended and Restated Employment Agreement effective
    December 23, 2010 between C&J Energy Services, Inc.
    and Randall C. McMullen, Jr. (incorporated herein by reference
    to Exhibit 10.8 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)




---



##### Table of Contents



ExhibitNumber

Description10
.9

Amended and Restated Employment Agreement effective
    December 23, 2010 between C&J Energy Services, Inc.
    and Bretton W. Barrier (incorporated herein by reference to
    Exhibit 10.9 to Amendment No. 2 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.10

Employment Agreement effective February 1, 2011 between
    C&J Energy Services, Inc. and Theodore R. Moore
    (incorporated herein by reference to Exhibit 10.10 to
    Amendment No. 2 to the C&J Energy Services,
    Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.11

Joshua E. Comstock Non-Statutory Stock Option Agreement, dated
    December 23, 2010 (incorporated herein by reference to
    Exhibit 10.11 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.12

Randall C. McMullen, Jr. Non-Statutory Stock Option Agreement,
    dated December 23, 2010 (incorporated herein by reference
    to Exhibit 10.12 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.13

Bretton W. Barrier Non-Statutory Stock Option Agreement, dated
    December 23, 2010 (incorporated herein by reference to
    Exhibit 10.13 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.14

Theodore R. Moore Non-Statutory Stock Option Agreement, dated
    February 1, 2011 (incorporated herein by reference to
    Exhibit 10.14 to Amendment No. 2 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177)10
.15

Amended and Restated Stockholders Agreement of C&J Energy
    Services, Inc. dated as of December 23, 2010 (incorporated
    herein by reference to Exhibit 10.15 to the C&J Energy
    Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 12, 2011 (Registration
    No. 333-173177))10
.16

First Amendment to the Amended and Restated Stockholders
    Agreement of C&J Energy Services, Inc. dated as of
    May 12, 2011 (incorporated herein by reference to
    Exhibit 10.16 to Amendment No. 2 to the C&J
    Energy Services, Incs Registration Statement on
    Form S-1/A,
    dated May 18, 2011 (Registration
    No. 333-173177))10
.17

Registration Rights Agreement, dated December 23, 2010,
    among C&J Energy Services, Inc., certain of our
    stockholders and FBR Capital Markets & Co.
    (incorporated herein by reference to Exhibit 10.17 to the
    C&J Energy Services, Inc.s Registration Statement on
    Form S-1,
    dated March 30, 2011 (Registration
    No. 333-173177))10
.18

Credit Agreement, dated as of April 19, 2011, among
    C&J Energy Services, Inc. as Borrower, Bank of America,
    N.A. as Administrative Agent, Swing Line Lender and L/C Issuer,
    Comerica Bank as L/C Issuer and Syndication Agent, Wells Fargo
    Bank, National Association as Documentation Agent, and the Other
    Lenders party thereto (incorporated herein by reference to
    Exhibit 10.18 to Amendment No. 1 to the C&J
    Energy Services, Inc.s Registration Statement on
    Form S-1/A,
    dated May 12, 2011 (Registration
    No. 333-173177))**16
.1

Letter from Flackman Goodman & Proctor, P.A., dated
    March 30, 201121
.1

List of Subsidiaries of C&J Energy Services, Inc.
    (incorporated herein by reference to Exhibit 21.1 to the
    C&J Energy Services, Inc.s Registration Statement on
    Form S-1,
    dated June 29, 2011 (Registration
    No. 333-173177))23
.1

Consent of UHY LLP*23
.2

Consent of Vinson & Elkins L.L.P. (included as part of
    Exhibit 5.1 hereto)**24
.1

Power of Attorney  
   *
    
    To be filed by amendment.**
    
    Previously filed.
    
    Management contract or compensatory plan or arrangement.