sv8
As filed with the Securities and Exchange Commission on June 5, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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73-1567067
(I.R.S. Employer Identification No.) |
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20 North Broadway, Oklahoma City, Oklahoma
(Address of Principal Executive Offices)
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73102-8260
(Zip Code) |
Devon Energy Corporation 2009 Long-Term Incentive Plan
(Full title of the plan)
Lyndon C. Taylor
Executive Vice President
and General Counsel
Devon Energy Corporation
20 North Broadway
Oklahoma City, Oklahoma 73102-8260
(Name and address of agent for service)
(405) 235-3611
(Telephone number, including area code, of agent for service)
Copies to:
Janice A. Dobbs
Vice President Corporate Governance and Corporate Secretary
Devon Energy Corporation
20 North Broadway
Oklahoma City, Oklahoma 73102-8260
(405) 235-3611
Indicated 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
Large
Accelerated
filer þ | Accelerated
filer o | Non-Accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Title of Securities to be |
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Amount to be |
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Offering Price |
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Aggregate |
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Amount of |
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Registered |
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Registered (1) |
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Per Share (2) |
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Offering Price (2) |
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Registration Fee |
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Common stock, par
value $0.10 per
share
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21,500,000 shares
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$63.55
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$1,366,325,000
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$76,240 |
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(1) |
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover additional shares of the Registrants
Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Common Stock of the Registrant. |
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(2) |
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Estimated pursuant to Rule 457(c) under the Securities Act solely for purposes of determining
the registration fee on the basis of the average of the high $64.90 and low prices $62.21 for the
Common Stock as reported on the New York Stock Exchange on June 3, 2009. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Devon Energy Corporation (the Company or the
Registrant), with the Securities and Exchange Commission (the Commission) pursuant to
the Securities Act and the Exchange Act of 1934, as amended (the Exchange Act), are incorporated
by reference in this Registration Statement.
(a) The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
filed with the Commission on February 27, 2009;
(b) The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed
with the Commission on May 7, 2009;
(c) The Companys Current Reports on Form 8-K filed with the Commission on January 9, 2009,
February 4, 2009, March 6, 2009, March 16, 2009, April 8, 2009 and June 4, 2009;
(d) The description of the Companys Common Stock, par value $0.10 per share, contained in its
Registration Statement on Form S-3 (Registration No. 333-156025) filed with the Commission on
December 9, 2008, including any amendment or report filed for the purposes of updating any such
description.
In addition, all documents subsequently filed with the Commission by the Company 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 herein have been sold or which deregisters
all securities 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 such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Except to the extent indicated below, there is no charter provision, bylaw, contract,
arrangement or statute under which any director or officer of the Company is insured or indemnified
in any manner against any liability which he or she may incur in his or her capacity as such.
Article VIII of the Companys restated certificate of incorporation, as amended, contains a
provision, permitted by Section 102(b)(7) of the Delaware General Corporation Law, limiting the
personal monetary liability of directors for breach of fiduciary duty as a director. This
provision and Delaware law provide that the provision does not eliminate or limit liability:
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for any breach of the directors duty of loyalty to the Company or its stockholders; |
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for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; |
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for unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or |
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for any transaction from which the director derived an improper benefit. |
Section 145 of the Delaware General Corporation Law permits indemnification against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with actions, suits or proceedings in which a director, officer,
employee or agent is a party by reason of the fact that he or she is or was such a director,
officer, employee or agent, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Company and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
However, in connection with actions by or in the right of the Company, such indemnification is not
permitted if such person has been adjudged liable to the Company unless the court determines that,
under all of the circumstances, such person is nonetheless fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. Article X of the Companys restated
certificate of incorporation, as amended, provides for such indemnification.
Section 145 of the Delaware General Corporation Law also permits the Company to purchase and
maintain insurance on behalf of its directors and officers against any liability that may be
asserted against, or incurred by, such persons in their capacities as directors or officers of the
Company whether or not the Company would have the power to indemnify such person against such
liabilities under the provisions of such sections. The Company has purchased such insurance.
Section 145 of the Delaware General Corporation Law further provides that the statutory
provision is not exclusive of any other right to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of stockholders or independent
directors, or otherwise, both as to action in such persons official capacity and as to action in
another capacity while holding such office.
Article VIII of the Companys bylaws contains provisions regarding indemnification that
parallel those described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits included as part of this Registration Statement is set forth in the Exhibit
Index which is incorporated herein by reference.
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;
(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;
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 (1)(i) and (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 reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in this 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.
(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.
(4) That, for the purpose of determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a)
or 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.
(c) 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 provisions of the
Registrants articles of incorporation, by-laws 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 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 Oklahoma City, State of Oklahoma on June 3, 2009.
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DEVON ENERGY CORPORATION
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/s/ J. Larry Nichols
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Name: |
J. Larry Nichols |
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Title: |
Chairman and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and
appoints J. Larry Nichols, Lyndon C. Taylor and Janice A. Dobbs, and each of them, his/her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him/her and in his/her name, place and stead, in any and all capacities, to sign any and all
amendments to this Form S-8 registration statement, 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 and to all intents and purposes as he/she might or could do in person hereby
ratifying and confirming that all said attorneys-in-fact and agents, 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 has
been signed by the following persons, in the capacities indicated on June 3, 2009.
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Signature |
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Date |
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/s/ J. Larry Nichols
J. Larry Nichols
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Chairman of the Board, Chief
Executive Officer and Director
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June 3, 2009 |
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/s/ John Richels
John Richels
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President and Director
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June 3, 2009 |
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/s/ Danny J. Heatly
Danny J. Heatly
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Senior Vice President
Accounting and Chief Accounting
Officer
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June 3, 2009 |
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/s/ Thomas F. Ferguson
Thomas F. Ferguson
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Director
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June 3, 2009 |
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/s/ John A. Hill
John A. Hill
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Director
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June 3, 2009 |
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/s/ Robert L. Howard
Robert L. Howard
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Director
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June 3, 2009 |
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Signature |
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Date |
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/s/ Michael M. Kanovsky
Michael M. Kanovsky
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Director
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June 3, 2009 |
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/s/ J. Todd Mitchell
J. Todd Mitchell
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Director
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June 3, 2009 |
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/s/ Robert A. Mosbacher, Jr.
Robert A. Mosbacher, Jr.
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Director
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June 3, 2009 |
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/s/ Mary P. Ricciardello
Mary P. Ricciardello
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Director
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June 3, 2009 |
EXHIBIT INDEX
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Exhibit |
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Description |
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3.1
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Registrants Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of Registrants Form 10-K filed on March 9,
2005) |
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3.2
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Registrants Certificate of Amendment of Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 of Registrants
Form 10-Q filed on August 7, 2008) |
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3.3
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Registrants Bylaws (incorporated by reference to Exhibit 3.1 of
Registrants Form 8-K filed on March 6, 2009). |
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4.1
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Rights Agreement dated as of August 17, 1999 between Registrant and
BankBoston, N.A. (incorporated by reference to Exhibit 4.2 to
Registrants Form 8-K filed on August 18, 1999). |
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4.2
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Amendment to Rights Agreement, dated as of May 25, 2000, by and between
Registrant and Fleet National Bank, formerly BankBoston, N.A.
(incorporated by reference to Exhibit 4.2 to Registrants Form S-4 filed
on June 22, 2000). |
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4.3
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Amendment to Rights Agreement, dated as of October 4, 2001, by and
between Registrant and Fleet National Bank, formerly Bank Boston, N.A.
(incorporated by reference to Exhibit 99.1 to Registrants Form 8-K filed
on October 11, 2001). |
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4.4
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Amendment to Rights Agreement, dated September 13, 2002, between
Registrant and Wachovia Bank, N.A. (incorporated by reference to Exhibit
4.9 to Registrants Registration Statement on Form S-3 File Nos.
333-83156, 333-83156-1, and 333-83156-2 as filed on October 4, 2002). |
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4.5
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Amendment to Rights Agreement, dated as of August 1, 2006, by and between
Registrant and Computershare Trust Company, N.A. (formerly UMB Bank,
n.a.) (incorporated by reference to Exhibit 4.4 to Registrants Form 10-Q
filed on August 4, 2006). |
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4.6
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Devon Energy Corporation 2009 Long-Term Incentive Plan (incorporated by
reference to Appendix A to Registrants Proxy Statement for the 2009
Annual Meeting of Stockholders filed on April 24, 2009). |
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5.1
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Opinion of McAfee & Taft regarding the validity of the offered securities. |
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23.1
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Consent of McAfee & Taft (contained in its opinion in Exhibit 5.1). |
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23.2
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Consent of KPMG LLP. |
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23.3
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Consent of LaRoche Petroleum Consultants. |
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23.4
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Consent of Ryder Scott Company, L.P. |
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23.5
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Consent of AJM Petroleum Consultants. |
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24.1
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Power of Attorney (included on signature page to Registration Statement). |