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As filed with the Securities and Exchange Commission on November 8, 2011
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NOBLE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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73-0785597 |
(State of Incorporation)
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(IRS Employer Identification No.) |
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100 Glenborough Drive, Suite 100 |
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Houston, Texas
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77067 |
(Address of Principal Executive Offices)
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(Zip Code) |
Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan
(Full Title of the Plan)
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Kenneth M. Fisher
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Copies to: |
Senior Vice President and Chief Financial Officer
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Joe Dannenmaier |
Noble Energy, Inc.
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Harry R. Beaudry |
100 Glenborough Drive, Suite 100
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Thompson & Knight LLP |
Houston, Texas 77067
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333 Clay Street, Suite 3300 |
(281) 872-3100
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Houston, Texas 77002 |
(Name, Address and Telephone Number, Including
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(713) 654-8111 |
Area Code, of Agent for Service) |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer o |
Non-accelerated filer o
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(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of securities |
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Amount |
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Proposed maximum |
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Proposed maximum |
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Amount |
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to be |
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to be |
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offering price |
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aggregate |
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of |
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registered |
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registered (1)(2) |
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per share (3) |
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offering price (3) |
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registration fee |
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Common Stock, $3.33 1/3 par value per share |
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7,000,000 shares |
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$87.24 |
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$610,680,000 |
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$69,984 |
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(1) |
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Registrant is registering an additional 7,000,000 shares under the Noble Energy, Inc. 1992
Stock Option and Restricted Stock Plan pursuant to this Registration Statement. |
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(2) |
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement shall also include such additional indeterminate number of shares
of common stock as may become issuable under the plans as a result of stock splits, stock
dividends or similar transactions. |
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(3) |
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c)
and (h)(1) under the Securities Act of 1933, as amended, on the basis of the average of the
high and low prices of the common stock of Registrant reported on the New York Stock Exchange
for November 2, 2011. |
INTRODUCTION
Noble Energy, Inc. (Noble Energy, we, us or our) is filing this Registration Statement
with the U.S. Securities and Exchange Commission (the Commission) for the purpose of registering
7,000,000 additional shares of our common stock, par value
$3.331/3 per share, for issuance under the
Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan. Pursuant to General Instruction E
to Form S-8, the contents of Noble Energys earlier Registration Statements relating to the Noble
Energy, Inc. 1992 Stock Option and Restricted Stock Plan (the 1992 Plan) including Registration
Statement No. 333-158922 filed with the Commission on April 30, 2009, Registration Statement No.
333-108162 filed with the Commission on August 22, 2003, Registration Statement No. 333-39299 filed
with the Commission on October 31, 1997 and Registration Statement No. 333-54084 filed with the
Commission on November 2, 1992, are hereby incorporated by reference, except as revised in Part II
of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to employees as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to incorporate by reference into this Registration Statement the
information we file with it, which means that we can disclose important information to you by
referring you to those documents. Information filed with the Commission after the date of this
Registration Statement will update and supersede this information. We incorporate by reference the
documents listed below and future filings made with the Commission under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (excluding any
information furnished pursuant to Item 2.02 or Item 7.01 on any current report on Form 8-K) until
all of our common stock covered by this Registration Statement is issued or a post-effective
amendment to this Registration Statement is filed that deregisters all of such common stock then
remaining unsold.
The following documents filed with the Commission are hereby incorporated by reference:
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our annual report on Form 10-K for the year ended December 31, 2010; |
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our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2011,
June 30, 2011 and September 30, 2011; |
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our current reports on Form 8-K, filed with the Commission on February 4, 2011,
February 18, 2011, February 22, 2011, March 22, 2011, April 27, 2011, August 23, 2011,
October 5, 2011, October 18, 2011 and October 31, 2011; and |
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the description of our common stock set forth in our registration statements filed
pursuant to Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description. |
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing), at no cost, by writing to us at the
following address or calling the following number:
Noble Energy, Inc.
100 Glenborough Drive
Suite 100
Houston, Texas 77067
(281) 872-3100
Attention: Secretary
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Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Article VI of our bylaws, as amended, provides for indemnification of officers and directors
of Noble Energy, Inc., as well as its employees if desired, to the extent authorized by the
Delaware General Corporation Law. Pursuant to Section 145 of the DGCL, we generally have the power
to indemnify our current and former directors, officers, employees and agents against expenses and
liabilities that they incur in connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long as they acted in good faith and
in a manner they reasonably believed to be in, or not opposed to, our best interests, and with
respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful.
The statute expressly provides that the power to indemnify or advance expenses authorized thereby
is not exclusive of any rights granted under any charter provision, bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to actions in such persons official
capacity and as to action in another capacity while holding such office. We also have the power to
purchase and maintain insurance for such directors and officers.
We have also entered into individual indemnification agreements with our directors and
executive officers. These agreements indemnify those directors and officers to the fullest extent
permitted by law against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of Noble Energy.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index for a detailed list of exhibits filed as a part hereof.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective
date of this registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the registration statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on November 7, 2011.
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NOBLE ENERGY, INC.
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By: |
/s/ Charles D. Davidson
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Charles D. Davidson |
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Chairman of the Board and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Charles D. Davidson,
Kenneth M. Fisher and Arnold J. Johnson, and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities indicated below on November 7,
2011.
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Signature |
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Title |
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Chairman of the Board, Director and Chief Executive Officer |
Charles D. Davidson
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(Principal Executive Officer) |
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Senior Vice President and Chief Financial Officer |
Kenneth M. Fisher
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(Principal Financial Officer) |
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Vice President, Chief Accounting Officer |
Frederick B. Bruning
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(Principal Accounting Officer) |
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/s/ Jeffrey L. Berenson
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Director |
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/s/ Michael A. Cawley
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Director |
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/s/ Edward F. Cox
Edward F. Cox
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Director |
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/s/ Thomas J. Edelman
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Director |
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/s/ Eric P. Grubman
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Director |
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/s/ Kirby L. Hedrick
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Director |
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Signature |
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Title |
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/s/ Scott D. Urban
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Director |
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/s/ William T. Van Kleef
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Director |
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5
INDEX TO EXHIBITS
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Exhibit |
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No. |
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Description |
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4.1 |
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Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (as amended through April 26, 2011),
(filed as exhibit 10.1 to Registrants Current Report on Form 8-K (Date of Event: April 26, 2011)
filed April 27, 2011 and incorporated herein by reference). |
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5.1* |
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Opinion of Thompson & Knight LLP |
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23.1* |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm |
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23.2* |
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Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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23.3* |
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Consent of Thompson & Knight LLP (included in Exhibit 5.1) |
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23.4* |
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Consent of Netherland, Sewell & Associates, Inc. |
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24.1* |
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Power of Attorney (included in Part II as a part of the signature page of the Registration Statement). |