As filed with the Securities and Exchange Commission on June 30, 2017
RegistrationNo. 333-150992
RegistrationNo. 333-167076
RegistrationNo. 333-181704
RegistrationNo. 333-204929
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-150992
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-167076
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-181704
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-204929
UNDER
THE SECURITIES ACT OF 1933
Hess Corporation
(Exact name of registrant as specified in its charter)
Delaware | 13-4921002 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1185 Avenue of the Americas, New York, New York | 10036 | |
(Address of Principal Executive Offices) | (Zip Code) |
Hess Corporation Amended and Restated 2008 Long-Term Incentive Plan
Hess Corporation 2017 Long-Term Incentive Plan
(Full title of the plan)
Timothy B. Goodell
Senior Vice President and General Counsel
Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
(212)997-8500
(Telephone number, including area code, of agent for service)
Copy to:
David M. Johansen
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212)819-8200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On May 16, 2008, Hess Corporation (the “Registrant”) filed a registration statement on FormS-8 (RegistrationNo. 333-150992) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 13,000,000 shares, par value $1.00 per share, of the Registrant’s common stock (the “Common Stock”) available for issuance under the Registrant’s 2008 Long-Term Incentive Plan (as amended, the “2008 Incentive Plan”). The Registrant paid a registration fee of $40,491.58 at that time to register such shares of Common Stock. On May 25, 2010, May 25, 2012 and June 12, 2015, the Registrant filed a registration statement on FormS-8 (Registration Nos.333-167076,333-181704 and333-204929, respectively) to register an additional 8,000,000, 8,000,000 and 9,000,000 shares of Common Stock, respectively, issuable pursuant to the 2008 Incentive Plan. The Registrant paid registration fees of $29,501.09, $41,659.39 and $68,604.48, respectively, to register such shares of Common Stock. The registration statements on FormS-8 filed in connection with the 2008 Incentive Plan are referred to herein collectively as the “Registration Statements.” The Registration Statements also covered an indeterminate number of shares of Common Stock as may have become issuable as a result of stock dividend, stock split, recapitalization or other similar transactions in accordance with anti-dilution provisions.
On June 7, 2017 (the “Approval Date”), the Registrant’s 2017 Long-Term Incentive Plan (the “2017 Incentive Plan”) was approved by the stockholders at the Registrant’s Annual Meeting of Stockholders. As of the Approval Date, no new awards may be granted under the 2008 Incentive Plan. The number of shares of Common Stock for which awards may be granted under the 2017 Incentive Plan shall be (i) 13,500,000 new shares of Common Stock, plus (ii) up to 13,305,666 shares of Common Stock that were previously available for issuance under the 2008 Incentive Plan and that, pursuant to the terms of the 2017 Incentive Plan, have become or may become available for issuance under the 2017 Incentive Plan (the “Carryover Shares”) consisting of (a) up to 6,779,474 shares of Common Stock that have previously been approved by the Registrant’s stockholders for issuance under the 2008 Incentive Plan but have not been awarded under the 2008 Incentive Plan and (b) up to 6,526,192 shares of Common Stock that are subject to outstanding stock options or other awards under the 2008 Incentive Plan but may become available for the grants of awards under the 2017 Incentive Plan to the extent the shares underlying such outstanding stock options or awards are not issued because they are forfeited or settled or terminate without a distribution of shares of Common Stock.
Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of RegulationS-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statements, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to reflect that, as of the Approval Date, the Carryover Shares may be issued under the 2017 Incentive Plan and to file as an exhibit hereto a copy of the 2017 Incentive Plan and a new opinion as to the validity of the shares of Common Stock that were previously issuable pursuant to the 2008 Incentive Plan. This Post-Effective Amendment No. 1 to the Registration Statements amends and supplements the items listed below. All other items of the Registration Statements are incorporated herein by reference without change.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statements, the Registrant is filing a registration statement on FormS-8 to register 13,500,000 new shares of Common Stock authorized for issuance pursuant to the 2017 Incentive Plan, which amount excludes the Carryover Shares. No additional shares of Common Stock are being registered by this Post-Effective Amendment No. 1 to the Registration Statements.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. | PLAN INFORMATION.* |
ITEM 2. | REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* |
* | As permitted by Rule 428 under the Securities Act, this registration statement omits the information specified in Part I of FormS-8. The documents containing the information specified in Part I of FormS-8 will be sent or given to the participants in the 2017 Incentive Plan as may be required by Rule 428(b). Such documents are not required to be and are not being filed with the Commission either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of FormS-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The following documents heretofore filed by the Registrant with the Commission are incorporated by reference in, and shall be deemed to be a part of, this Post-Effective Amendment No. 1 to the Registration Statements:
(1) | The Registrant’s Annual Report on Form10-K for the fiscal year ended December 31, 2016, including information specifically incorporated by reference into the Form10-K from the Registrant’s Proxy Statement on Schedule 14A for the 2017 Annual Meeting of Stockholders, filed with the Commission on April 28, 2017; |
(2) | The Registrant’s Quarterly Report on Form10-Q for the quarter ended March 31, 2017; |
(3) | The Registrant’s Current Reports on Form8-K, filed with the Commission on March 6, 2017, March 24, 2017 and June 13, 2017; |
(4) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on FormS-3(No. 333-202379) filed pursuant to the Securities Act on February 27, 2015, including any amendment or report filed for the purpose of updating such description. |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Nothing in this registration statement shall be deemed to incorporate information furnished but not filed onForm 8-K.
The Registrant will promptly provide without charge to each person to whom a prospectus is delivered a copy of any or all information that has been incorporated herein by reference (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into such information) upon the written or oral request of such person directed to the Corporate Secretary of the Registrant at its principal offices, 1185 Avenue of the Americas, New York, New York 10036, telephone (212)997-8500.
ITEM 4. | DESCRIPTION OF SECURITIES. |
Not applicable. The Registrant’s common stock is registered under Section 12 of the Exchange Act.
ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
The General Corporation Law of the State of Delaware (DGCL) provides that a corporation is required to indemnify its present or former directors and officers against the actual and reasonable expenses (including attorneys’ fees) incurred in the successful defense of any proceeding arising out of their serving as a director or officer of the corporation.
As permitted by the DGCL, the Registrant’sby-laws provide that every person who is or was a director, officer or employee of the Registrant, or of any other corporation which he serves or served as such at the request of the Registrant, shall, in accordance with theby-laws of the Registrant but not if prohibited by law, be indemnified by the Registrant against reasonable expense and any liability paid or incurred by him in connection with or resulting from any threatened or actual claim, action, suit or proceeding (whether brought by or in the right of the Registrant or such other corporation or otherwise), civil, criminal, administrative or investigative, in which he may be involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of the Registrant or such other corporation, or by reason of any action taken or not taken in his capacity as such director, officer or employee, whether or not he continues to be such at the time such expense or liability shall have been paid or incurred. To be entitled to indemnification, those persons must have been wholly successful in the claim, action, suit or proceeding or the board of directors must have determined, based upon a written finding of independent legal counsel or other disinterested person or persons selected by the board of directors, that such persons acted in good faith in what they reasonably believed to be the best interest of the Registrant and, in addition, with respect to any criminal action or proceeding, reasonably believed that his conduct was lawful.
The Registrant’sby-laws authorize the Registrant to advance funds for expenses to an indemnified person, but only upon receipt of an undertaking that he will repay the same if it is ultimately determined that he is not entitled to indemnification or, if it is ultimately determined that he is to be indemnified under the Registrant’sby-laws, to the extent that the advance exceeds the amount of the indemnification.
The rights of indemnification provided by theby-laws of the Registrant are not exhaustive and are in addition to any rights to which a director, officer or employee may otherwise be entitled by contract or as a matter of law.
In addition, pursuant to the DGCL, the Registrant’s restated certificate of incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability which would otherwise exist under applicable law (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, (iv) for any transaction from which the director derived an improper personal benefit.
The Registrant maintains a standard policy of officers’ and directors’ liability insurance.
ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
ITEM 8. | EXHIBITS |
The list of Exhibits is incorporated herein by reference to the Index to Exhibits.
ITEM 9. | UNDERTAKINGS. |
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; |
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(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 paragraphs (i) and (ii) do not apply if 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 Exchange Act that are incorporated by reference in the registration statement.
(2) | That, for the purpose of determining any liability under the Securities Act, 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; and |
(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. |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 30, 2017.
HESS CORPORATION | ||
By: | /s/ John P. Rielly | |
Name: John P. Rielly | ||
Title: Senior Vice President and Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
INDEX TO EXHIBITS
Exhibit No. | Description of Exhibit | |
5.1 | Opinion of White & Case LLP with respect to the legality of the Common Stock issuable under the 2008 Long-Term Incentive Plan.** | |
5.2 | Opinion of White & Case LLP with respect to the legality of the Carryover Shares issuable under the 2017 Long-Term Incentive Plan.* | |
23.1 | Consent of Ernst & Young LLP.* | |
23.2 | Consent of DeGolyer and MacNaughton.* | |
23.3 | Consent of White & Case LLP with respect to the 2008 Long-Term Incentive Plan (included in Exhibit 5.1).** | |
23.4 | Consent of White & Case LLP with respect to the 2017 Long-Term Incentive Plan (included in Exhibit 5.2).* | |
99.1 | Amended and Restated 2008 Long-Term Incentive Plan of the Registrant, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form8-K, filed with the Commission on May 12, 2015.** | |
99.2 | 2017 Long-Term Incentive Plan of the Registrant, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form8-K, filed with the Commission on June 13, 2017.** |
** | Previously filed |
* | Filed herewith |