nfxs-8.htm


As filed with the Securities and Exchange Commission on June 3, 2015
Registration No. 333-                                                      

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________

NEWFIELD EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)
  
72-1133047
(I.R.S. Employer
Identification Number)
Newfield Exploration Company
4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
(Address of Registrant’s Principal Executive Office) (Zip Code)
___________________________

Newfield Exploration Company 2011 Omnibus Stock Plan
As Amended May 2, 2013
As Amended May 15, 2015
(Full Title of the Plan)
 
John D. Marziotti
General Counsel and Corporate Secretary
Newfield Exploration Company
4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
(281) 210-5100

 (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filter, 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):
Large accelerated filer                                           þ           Accelerated filer                                                      ¨
Non-accelerated filer                                           ¨           Smaller reporting Company                                                      ¨
___________________________
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered (1)
Amount to be
Registered
Proposed Maximum Offering Price
Per Share (2)
Proposed Maximum Aggregate
Offering Price (2)
Amount of
Registration Fee (2)
Common Stock
7,000,000
$37.20
$260,400,000
$30,258
________________
 
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
 
(2)      Estimated, solely for the purposes of calculating the registration fee, in accordance with Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low sales prices as reported by New York Stock Exchange for the common stock on May 27, 2015.

 

 
 
 
 

Newfield Exploration Company (the “registrant” or the “Company”) has previously registered a total of 10,900,000 shares of its common stock, $0.01 par value (“Common Stock”), reserved for issuance under its 2011 Omnibus Stock Plan, and hereby incorporates by reference into this registration statement the contents of the registration statement on Form S-8 (File No. 333-173964) filed on May 5, 2011 and on Form S-8 (File No. 333-188770) filed on May 22, 2013.
 
On May 15, 2015, the stockholders of the Company approved the 2011 Omnibus Stock Plan, as amended and restated on May 15, 2015 (the “Plan”), increasing the total shares of Common Stock that may be issued under the Plan to 17,900,000. This registration statement is being filed pursuant to General Instruction E to Form S-8 to register the additional 7,000,000 shares issuable under the Plan.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The following documents filed by the registrant with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference and made a part of this registration statement:
 
 
·
Annual Report on Form 10-K for the year ended December 31, 2014;
 
·
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015; and
 
·
the description of our common stock contained in our registration statement on Form 8-A filed on November 4, 1993, as updated by Exhibit 99.1 to our Form S-3 registration statement filed on August 10, 2011.

All information filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information furnished to, and not filed with, the SEC) subsequent to the effective date of this registration statement will be deemed to be incorporated by reference herein and to be a part of this document from the date of filing of such information until all of the securities offered pursuant to this registration statement are sold or the offering pursuant to this registration statement is terminated. Any statement contained herein or in any information 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 in any other subsequently filed information that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.
 
Item 5. Interests of Named Experts and Counsel.
 
The legality of the registrant’s common stock is opined on by John D. Marziotti, the registrant’s General Counsel and Corporate Secretary.  As of May 29, 2015, Mr. Marziotti beneficially owned 11,636 shares of the registrant’s common stock, either directly or through employee benefit plans, and held options to acquire 4,000 shares of the registrant’s common stock.
 

 
2
 

Item 8. Exhibits.
 
The following exhibits are filed with or incorporated by reference into this registration statement pursuant to Item 601 of Regulation S-K:
 

 
Exhibit No.
  
Description
3.1
  
Third Restated Certificate of Incorporation of Newfield Exploration Company, dated December 14, 2011 (incorporated by reference to Exhibit 3.1 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-12534))
3.2
  
Amended and Restated Bylaws of Newfield Exploration Company (incorporated by reference to Exhibit 3.2 to Newfield’s Current Report on Form 8-K filed on July 25, 2013 (File No. 1-12534))
5.1
  
Opinion of John D. Marziotti, General Counsel and Corporate Secretary of Newfield Exploration Company
23.1
  
Consent of PricewaterhouseCoopers LLP
23.2
  
Consent of John D. Marziotti (included in Exhibit 5.1)
24.1
  
Powers of Attorney (included on the signature pages to this registration statement)
99.1
  
Newfield Exploration Company 2011 Omnibus Stock Plan, as amended effective May 15, 2015

 

 

 
3
 

 
SIGNATURES
 

The Registrant

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 The Woodlands, State of Texas, on this the 3rd day of June, 2015.
 
  NEWFIELD EXPLORATION COMPANY  
       
 
By:
/s/ Lawrence S. Massaro  
    Lawrence S. Massaro  
    Executive Vice President and Chief Financial Officer  
       



 
4
 


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lawrence S. Massaro and John D. Marziotti, or any of them, as  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 to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or 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 such attorney-in-fact and agent, or his substitute, 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 below by the following persons in the capacities indicated on the 30th day of May, 2015.

Signature
Title
   
/s/ Lee K. Boothby
Chairman, President and Chief Executive Officer
Lee K. Boothby
and Director (Principal Executive Officer)
   
/s/ Lawrence S. Massaro
Executive Vice President and Chief Financial Officer
Lawrence S. Massaro
(Principal Financial Officer)
   
/s/ George W. Fairchild, Jr.
Chief Accounting Officer and Assistant Corporate  Secretary
George W. Fairchild, Jr.
  (Principal Accounting Officer)
   
/s/ Pamela J. Gardner
Director
Pamela J. Gardner
  
   
/s/ John R. Kemp III
Director
John R. Kemp III
  
   
/s/ Steven W. Nance
Director
Steven W. Nance
  
   
/s/ Thomas G. Ricks
Director
Thomas G. Ricks
  
   
/s/ Juanita F. Romans
Director
Juanita F. Romans
  
   
/s/ John W. (Jack) Schanck
Director
John W. (Jack) Schanck
  
   
/s/ J. Terry Strange
Director
J. Terry Strange
  


 
5
 

EXHIBIT INDEX
 

 
Exhibit No.
  
Description
3.1
  
Third Restated Certificate of Incorporation of Newfield Exploration Company, dated December 14, 2011 (incorporated by reference to Exhibit 3.1 to Newfield’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 1-12534))
3.2
  
Amended and Restated Bylaws of Newfield Exploration Company (incorporated by reference to Exhibit 3.2 to Newfield’s Current Report on Form 8-K filed on July 25, 2013 (File No. 1-12534))
5.1
  
Opinion of John D. Marziotti, General Counsel and Corporate Secretary of Newfield Exploration Company
23.1
  
Consent of PricewaterhouseCoopers LLP
23.2
  
Consent of John D. Marziotti (included in Exhibit 5.1)
24.1
  
Powers of Attorney (included on the signature pages to this registration statement)
99.1
  
Newfield Exploration Company 2011 Omnibus Stock Plan, as amended effective May 15, 2015