UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM S-8 |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
Delaware | 76-0146568 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 (Address of principal executive offices, including zip code) | ||
Large accelerated filer x | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller Reporting Company ☐ |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||
Common Stock, $0.10 par value per share | 25,500,000 shares | $51.50 | $1,313,250,000 | $132,245 | ||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Form S-8 Registration Statement (the “Registration Statement”) shall also cover any additional shares of Anadarko Petroleum Corporation’s (the “Company’s” or the “Registrant’s”) common stock, $0.10 par value per share (“Common Stock”), that become issuable under the Company’s 2012 Omnibus Incentive Compensation Plan, as Amended and Restated (the “Plan”), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock. |
(2) | Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The maximum offering price per share and the maximum aggregate offering price are based on a price of $51.50 per share, which is the average of the high and low sales prices of shares of Common Stock on the New York Stock Exchange on May 27, 2016. |
EXPLANATORY NOTE |
Exhibit Number | Description | |
4.1 | Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated May 21, 2009 (incorporated by reference to Exhibit 3.3 to Form 8-K filed on May 22, 2009, File No. 1-8968) | |
4.2 | By-Laws of Anadarko Petroleum Corporation, amended and restated as of September 15, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 21, 2015, File No. 1-8968) | |
4.3 | 2012 Omnibus Incentive Compensation Plan, As Amended and Restated (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 16 , 2016, File No. 1-8968) | |
5.1* | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |
23.1* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |
23.2* | Consent of KPMG LLP | |
23.3* | Consent of Miller and Lents, Ltd. | |
24.1* | Power of Attorney (included on the signature pages of this Registration Statement) |
ANADARKO PETROLEUM CORPORATION | ||
By: | /s/ AMANDA M. MCMILLIAN | |
Amanda M. McMillian | ||
Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||
Signature | Title | Date | ||
/s/ R. A. WALKER | Chairman, President and Chief Executive Officer (Principal Executive Officer) | June 3, 2016 | ||
R. A. Walker | ||||
/s/ ROBERT G. GWIN | Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | June 3, 2016 | ||
Robert G. Gwin | ||||
/s/ CHRISTOPHER O. CHAMPION | Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | June 3, 2016 | ||
Christopher O. Champion | ||||
/s/ ANTHONY R. CHASE | Director | June 3, 2016 | ||
Anthony R. Chase | ||||
/s/ KEVIN P. CHILTON | Director | June 3, 2016 | ||
Kevin P. Chilton | ||||
/s/ H. PAULETT EBERHART | Director | June 3, 2016 | ||
H. Paulett Eberhart | ||||
/s/ PETER J. FLUOR | Director | June 3, 2016 | ||
Peter J. Fluor | ||||
/s/ RICHARD L. GEORGE | Director | June 3, 2016 | ||
Richard L. George | ||||
/s/ JOSEPH W. GORDER | Director | June 3, 2016 | ||
Joseph W. Gorder | ||||
/s/ JOHN R. GORDON | Director | June 3, 2016 | ||
John R. Gordon | ||||
/s/ SEAN GOURLEY | Director | June 3, 2016 | ||
Sean Gourley | ||||
/s/ MARK C. MCKINLEY | Director | June 3, 2016 | ||
Mark C. McKinley | ||||
/s/ ERIC D. MULLINS | Director | June 3, 2016 | ||
Eric D. Mullins |
Exhibit Number | Description | |||
4.1 | Restated Certificate of Incorporation of Anadarko Petroleum Corporation, dated May 21, 2009 (incorporated by reference to Exhibit 3.3 to Form 8-K filed on May 22, 2009, File No. 1-8968) | |||
4.2 | By-Laws of Anadarko Petroleum Corporation, amended and restated as of September 15, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 21, 2015, File No. 1-8968) | |||
4.3 | 2012 Omnibus Incentive Compensation Plan, As Amended and Restated (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 16, 2016, File No. 1-8968) | |||
5.1* | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
23.1* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
23.2* | Consent of KPMG LLP | |||
23.3* | Consent of Miller and Lents, Ltd. | |||
24.1* | Power of Attorney (included on the signature pages of this Registration Statement) |