sv8
As filed with the Securities and Exchange Commission on December 9, 2010
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TARGA RESOURCES CORP.
(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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20-3701075
(I.R.S. Employer
Identification No.) |
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 584-1000
(Address of principal executive offices, including zip code)
TARGA RESOURCES CORP. 2010 STOCK INCENTIVE PLAN
(Full title of the plan)
Rene R. Joyce
Chief Executive Officer
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 584-1000
(Name, address and telephone number of agent for service)
copy to:
David P. Oelman
Christopher S. Collins
Vinson & Elkins LLP
1001 Fannin Stree, Suite 2500
Houston, Texas 77002
(713) 758-2222
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
Securities Exchange Act of 1934, as amended (the Exchange Act).
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer þ
(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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Title of securities |
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Amount to be |
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maximum offering |
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maximum aggregate |
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Amount of |
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to be registered |
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registered (1) |
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price per share (2) |
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offering price (2) |
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registration fee |
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Common Stock, $0.001 par value |
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5,000,000 shares |
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$ |
24.35 |
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$ |
121,750,000 |
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$ |
8,680.78 |
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(1) |
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), there are also being registered such additional Common Stock as may become issuable
pursuant to the adjustment provisions of the Targa Resources Corp. 2010 Stock Incentive Plan. |
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(2) |
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Estimated solely for purposes of calculating the registration fee in accordance with Rules
457(c) and 457(h) under the Securities Act. The price for the 5,000,000 shares being
registered hereby is based on a per share price of $24.35, which is the average of the high
and low trading prices per share of our common stock, as reported by the New York Stock
Exchange on December 7, 2010. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Targa Resources Corp. (the Registrant) will send or give to all participants in the Targa
Resources Corp. 2010 Stock Incentive Plan (the Plan) the document(s) containing information
required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act). In accordance with the note to Part I of Form S-8, the Registrant has not filed
such document(s) with the Commission, but such documents (along with the documents incorporated by
reference into this Form S-8 Registration Statement (the Registration Statement) pursuant to Item
3 of Part II hereof) shall 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.
Except to the extent that information is deemed furnished and not filed pursuant to securities
laws and regulations, the Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrants prospectus filed pursuant to Rule 424(b) under the Securities Act (File
No. 333-169277) relating to the Registrants Registration Statement on Form S-1, initially filed
with the Commission on September 9, 2010.
(b) The description of the Registrants Common Stock, contained in the Registrants prospectus
filed pursuant to Rule 424(b) under the Securities Act (File No. 333-169277) relating to the
Registrants Registration Statement on Form S-1, initially filed with the Commission on September
9, 2010, including any amendment or report filed for the purpose of updating such description.
Except to the extent that information is deemed furnished and not filed pursuant to securities
laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a
post-effective amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall also be deemed to be incorporated by
reference herein and to be a part hereof from the dates 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 purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrants certificate of incorporation limits the liability of the directors for
monetary damages for breach of their fiduciary duty as directors, except for liability that cannot
be eliminated under the Delaware General Corporate Law (DGCL), as follows: (i) for any breach of
the directors duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section
174 of the Delaware General Corporate Law (DGCL), or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Registrants directors are not
liable as permitted by any future amendment to the DGCL that further limits the liability of a
director. Any amendment, repeal or modification of these provisions will be prospective only and
would not affect any limitation on liability of a director for acts or omissions that occurred
prior to any such amendment, repeal, or modification.
The Registrants certificate of incorporation and bylaws also provide that the Registrant will
indemnify its directors and officers to the fullest extent permitted by Delaware law. The
Registrants bylaws also permit the Registrant
to purchase insurance on behalf of any officer,
director, employee or other agent for any liability arising out of that persons actions as an
officer, director, employee or agent, regardless of whether Delaware law would permit
indemnification. The Registrant has entered into indemnification agreements with each of the
Registrants current directors and officers. Under the terms of the indemnification agreements,
the Registrant has generally agreed to indemnify an officer or director for liabilities incurred to
the fullest extent permitted by the Delaware General Corporation Law. Also, as permitted under
Delaware law, the indemnification agreements require the Registrant to advance expenses in
defending any such action provided that the director or executive officer undertakes to repay the
amounts if the person ultimately is determined not to be entitled to indemnification from the
Registrant.
The Registrant is not obligated to indemnify or advance expenses (i) with respect to
proceedings brought voluntarily by indemnitee, except with respect to proceedings brought to
establish a right to indemnification, (ii) for amounts paid directly to indemnitee by director and
officers liability insurance, (iii) for expenses or payment of profits that occurred as a result
of a violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, (iv) where such
indemnification is prohibited by law, or (v) where the Registrant was not given the opportunity to
participate in the defense of the action or where settlement was made without the Registrants
prior written consent.
In general, a determination may be made that the indemnitee has not met the requirements for
indemnification by the disinterested directors on the board of the Registrant, a committee of
disinterested directors, independent legal counsel, or the stockholders. The indemnification
agreements provide that indemnitee shall be covered by any director and officers liability
insurance policies maintained by the Registrant to the maximum extent coverage is available.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to another filing of the
Registrant with the Commission, each of the following exhibits is filed herewith:
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Exhibit Number |
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Description |
4.1
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Form of Amended and Restated
Certificate of Incorporation of Targa Resources Corp.
(incorporated by
reference to Exhibit 3.1 to Amendment No. 3 to the Companys
Form S-1 Registration Statement filed with the Commission on November
12, 2010). |
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4.2
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Form of Amended and Restated
Bylaws of Targa Resources Corp.
(incorporated by
reference to Exhibit 3.2 to Amendment No. 3 to the Companys
Form S-1 Registration Statement filed with the Commission on November
12, 2010). |
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4.3
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Targa Resources Corp. 2010 Stock Incentive Plan (incorporated by reference to Exhibit
10.93 to the Registrants Form S-1 (File No. 333-169277), initially filed on September
9, 2010). |
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4.4*
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Form of Restricted Stock Agreement. |
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5.1*
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
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23.1*
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Consent of PricewaterhouseCoopers LLP. |
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23.2*
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). |
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24.1*
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Powers of Attorney (included on the signature page of this Registration Statement). |
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 the 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 the 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 percent 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 the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 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.
(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 Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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
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, 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 December 6, 2010.
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TARGA RESOURCES CORP.
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By: |
/s/ Matthew J. Meloy
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Name: |
Matthew J. Meloy |
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Title: |
Senior Vice President and Chief Financial Officer |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below authorizes and
appoints each of Rene R. Joyce and Jeffrey J. McParland and each of them, severally, acting alone
and without the other, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead in any and all capacities
to sign any and all amendments (including pre- and post-effective amendments) to this Registration
Statement and any additional registration statement pursuant to Rule 462(b) under the Securities
Act, and to file the same with all exhibits thereto, and other documents in connection therewith,
with the 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, 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 or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on December 6, 2010.
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Signature |
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Title |
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/s/ Rene R. Joyce
Rene R. Joyce
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Chief
Executive Officer and Director
(Principal Executive Officer) |
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/s/ Matthew J. Meloy
Matthew J. Meloy
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Senior
Vice President and Chief
Financial Officer
(Principal
Financial Officer) |
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/s/ John R. Sparger
John R. Sparger
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Senior
Vice President and Chief
Accounting Officer
(Principal
Accounting Officer) |
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/s/ James W. Whalen
James W. Whalen
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Executive
Chairman and Director |
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/s/ Charles R. Crisp
Charles R. Crisp
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Director |
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/s/ In Seon Hwang
In Seon Hwang
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Director |
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/s/ Chansoo Joung
Chansoo Joung
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Director |
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/s/ Peter R. Kagan
Peter R. Kagan
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Director |
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/s/ Chris Tong
Chris Tong
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Director |
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EXHIBIT INDEX
Unless otherwise indicated below as being incorporated by reference to another filing of the
Registrant with the Commission, each of the following exhibits is filed herewith:
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Exhibit Number |
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Description |
4.1
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Form of Amended and Restated
Certificate of Incorporation of Targa Resources Corp.
(incorporated by
reference to Exhibit 3.1 to Amendment No. 3 to the Companys
Form S-1 Registration Statement filed with the Commission on November
12, 2010). |
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4.2
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Form of Amended and Restated
Bylaws of Targa Resources Corp.
(incorporated by
reference to Exhibit 3.2 to Amendment No. 3 to the Companys
Form S-1 Registration Statement filed with the Commission on November
12, 2010). |
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4.3
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Targa Resources Corp. 2010 Stock Incentive Plan (incorporated by reference to Exhibit
10.93 to the Registrants Form S-1 (File No. 333-169277), initially filed on September
9, 2010). |
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4.4*
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Form of Restricted Stock Agreement |
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5.1*
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
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23.1*
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Consent of PricewaterhouseCoopers LLP. |
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23.2*
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). |
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24.1*
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Powers of Attorney (included on the signature page of this Registration Statement). |