As filed with the Securities and Exchange Commission on May 16, 2008
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Hess Corporation
(Exact name of registrant as specified in its charter)
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Delaware 13-4921002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1185 Avenue of the Americas,
New York, NY. 10036
(Address of Principal Executive Offices) (Zip Code)
Hess Corporation
2008 Long-Term Incentive Plan
(Full title of the plan)
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J. Barclay Collins II, Esq.
Executive Vice President and General Counsel
Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
(212) 997-8500
(Name and address of agent for service)
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(212) 997-8500
(Telephone number, including area code, of agent for service)
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Copy to:
Kevin Keogh, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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 Exchange Act. (Check one):
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
--------------------------------------- -------------- ---------------- ------------------- ----------------
Common Stock, par value $1.00
Shares not previously registered 9,000,000(1) $ 114.48(2) $ 1,030,320,000.00(2) $ 40,491.58
Shares previously registered 4,000,000(1)(3) N/A(3) N/A(3) N/A(3)
-------------- ---------------- ------------------- ----------------
Total: 13,000,000 $ 114.48(2) $ 1,030,320,000.00(2) $ 40,491.58
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(1) This Registration Statement covers an aggregate of 13,000,000 shares of
common stock, par value $1.00 per share (the "Common Stock") of Hess
Corporation (the "Registrant") for offer or sale under the Registrant's
2008 Long-Term Incentive Plan (the "New Plan"), including (i) 4,000,000
shares of Common Stock (the "Carried-Over Shares"), which were previously
registered under Registration Statement No. 333-115844, as filed with the
Securities and Exchange Commission (the "Commission") on May 25, 2004 (the
"Prior Registration Statement"), for offer or sale under the Amerada Hess
Corporation Second Amended and Restated 1995 Long-Term Incentive Plan (the
"Prior Plan") and which may now be issued under the New Plan and (ii)
9,000,000 shares of Common Stock not previously registered under the
Securities Act of 1933, as amended (the "Securities Act"). In addition,
pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also includes an indeterminate number of shares that may be
offered and sold as a result of anti-dilution provisions described in the
New Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act based
upon the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange, Inc., on May 12, 2008.
(3) The filing fee in connection with the Carried-Over Shares registered under
the Prior Registration Statement was previously paid by the Registrant. No
filing fee with respect to the Carried-Over Shares is required in
accordance with Interpretation 89 under Section G of the Securities and
Exchange Commission Division of Corporate Finance Manual of Publicly
Available Telephone Interpretations (July 1997) and Instruction E to the
General Instructions to Form S-8.
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EXPLANATORY NOTE
Hess Corporation (the "Registrant") has filed this Registration Statement
to register under the Securities Act of 1933, as amended (the "Securities Act"),
the offer and sale of (i) 9,000,000 shares of Common Stock, par value $1.00 per
share (the "Common Stock"), of the Registrant, not previously registered,
pursuant to the Registrant's 2008 Long-Term Incentive Plan (the "New Plan"), and
(ii) up to 4,000,000 shares of Common Stock of the Registrant, which were
previously registered (as further described below), pursuant to the Amerada Hess
Corporation Second Amended and Restated 1995 Long-Term Incentive Plan (the
"Prior Plan") under Registration Statement No. 333-115844, as filed with the
Securities and Exchange Commission (the "Commission") on May 25, 2004, (the
"Prior Registration Statement").
On March 5, 2008, the Board of Directors adopted, subject to shareholder
approval, the New Plan. On May 7, 2008, the New Plan was approved by the
shareholders at the Registrant's annual meeting of shareholders. The Registrant
desires to have an aggregate of 13,000,000 shares of Common Stock registered
hereunder and issuable pursuant to the New Plan, including those shares of
Common Stock described above whose offer and sale were registered under the
Prior Registration Statement. The shares carried over from the Prior
Registration Statements are no longer available for new awards under the Prior
Plan. This Registration Statement registers 9,000,000 shares of Common Stock,
not previously registered, under the New Plan. In addition, this Registration
Statement registers up to 4,000,000 shares of Common Stock which were previously
registered under the Prior Registration Statement for offer or sale under the
Prior Plan and which may be offered or sold under the New Plan (the
"Carried-Over Shares"). Any shares of Common Stock previously registered under
the Prior Registration Statement and not utilized as Carried-Over Shares will
remain registered under the Prior Registration Statement. Pursuant to Rule
416(a) of the Securities Act, this Registration Statement also covers any
additional shares of the Registrant's Common Stock that become issuable under
the New Plan and the Prior Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration that increases the number of outstanding shares of the
Registrant's Common Stock.
Consequently, in accordance with the Interpretation 89 under Section G of
the Securities and Exchange Commission Division of Corporate Finance Manual of
Publicly Available Telephone Interpretations (July 1997) and Instruction E to
the General Instructions to Form S-8: (a) the Registrant is carrying over the
Carried-Over Shares from the Prior Registration Statement, and (ii) registering
the offer and sale of 9,000,000 new shares of Common Stock, of which all
13,000,000 shares may be offered and sold under the New Plan pursuant to this
Registration Statement; and (b) the registration fee allocable to the
Carried-Over Shares paid by the Registrant in connection with the Prior
Registration Statement is carried over in this Registration Statement.
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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 Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the plan covered by this Registration Statement as required by
Rule 428(b). Such documents are not being filed with the Commission as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Hess Corporation (the
"Registrant") with the Commission are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2007;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the annual report referred
to in paragraph (a) above; and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement No. 333-110294 filed pursuant to
the Securities Act, 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. Nothing in
this Registration Statement shall be deemed to incorporate information furnished
but not filed on Form 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 General Counsel 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 OFFICERS AND DIRECTORS.
The General Corporation Law of the State of Delaware 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 General Corporation of the State of Delaware, the
Registrant's by-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
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served as such at the request of the Registrant, shall, in accordance with the
by-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 or action or the board of directors must have
determined, based upon a written finding of independent legal counsel or another
independent referee, 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
or her conduct was lawful.
The Registrant's by-laws authorize the Registrant to advance funds for
expenses to an indemnified person, but only upon receipt of an undertaking that
he or she will repay the same if it is ultimately determined that such party is
not entitled to indemnification or, if it is ultimately determined that he is to
be indemnified under the Registrant's by-laws, to the extent that the advance
exceeds the amount of the indemnification.
The rights of indemnification provided by the by-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 General Corporation Law of the State of
Delaware, 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 General Corporation Law of the State of Delaware, (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 of 1933;
(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 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;
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Provided, however, that paragraphs (1)(i) and (1)(ii) of this section
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 Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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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 New York, State of New York, on May 16, 2008.
HESS CORPORATION
By: /s/ J. Barclay Collins II
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Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints John B. Hess, J. Barclay Collins II and
John P. Rielly, each of them acting individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, in
his or her name and on his or her behalf, to do any and all acts and things and
to execute any and all instruments which said attorney-in-fact and agent may
deem necessary or advisable to enable Hess Corporation (the "Company") to comply
with the Securities Act and any rules, regulations or requirements of the
Commission in respect thereof, including, without limitation, the power and
authority to sign his or her name in any and all capacities (including his or
her capacity as a Director and/or Officer of the Company) to (i) the
Registration Statement on Form S-8 or such other form as may be appropriate and
any amendments thereto (including post-effective amendments), to be filed with
the Securities and Exchange Commission registering shares of common stock of the
Company reserved for issuance pursuant to the Hess Corporation 2008 Long-Term
Incentive Plan, and (ii) any and all instruments or documents filed as part of
or in connection with such Registration Statement or any amendments thereto
(including post-effective amendments); and the undersigned hereby ratifies and
confirms all that said attorney-in-fact and agent shall lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
------------------------------- ---------------------------------- ------------
/s/ John B. Hess Chairman of the Board and Chief May 16, 2008
------------------------------- Executive Officer
John B. Hess (Principal Executive Officer)
/s/ John P. Rielly Senior Vice President and Chief May 16, 2008
------------------------------- Financial Officer (Principal
John P. Rielly Financial and Accounting Officer)
/s/ J. Barclay Collins II Director, Executive Vice President May 16, 2008
------------------------------- and General Counsel
J. Barclay Collins II
/s/ Nicholas F. Brady Director May 16, 2008
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Nicholas F. Brady
/s/ Thomas H. Kean Director May 16, 2008
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Thomas H. Kean
/s/ Frank A. Olson Director May 16, 2008
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Frank A. Olson
/s/ Edith E. Holiday Director May 16, 2008
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Edith E. Holiday
/s/ John H. Mullin Director May 16, 2008
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John H. Mullin
/s/ John J. O'Connor Director May 16, 2008
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John J. O'Connor
/s/ Craig G. Matthews Director May 16, 2008
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Craig G. Matthews
/s/ Ernst H. von Metzsch Director May 16, 2008
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Ernst H. von Metzsch
/s/ F. Borden Walker Director May 16, 2008
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F. Borden Walker
/s/ Robert N. Wilson Director May 16, 2008
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Robert N. Wilson
/s/ Risa Lavizzo-Mourey Director May 16, 2008
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Risa Lavizzo-Mourey
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of Registrant, including
amendment thereto, dated May 3, 2006, incorporated by reference
to Exhibit 3 of Registrant's Form 10-Q for the three months
ended June 30, 2006 filed on August 8, 2006.
4.2 Restated Certificate of Incorporation of Registrant, including
amendment thereto, dated May 3, 2006 incorporated by reference
to Exhibit 3 of Registrant's Form 10-Q for the three months
ended June 30, 2006 filed on August 8, 2006.
5 Opinion of White & Case LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of White & Case LLP (included in the Opinion of White &
Case LLP filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of this
registration statement).
99 2008 Long-Term Incentive Plan of the Registrant, incorporated
by reference to Annex B of the Definitive Proxy Statement on
Schedule 14A of the Registrant filed on March 27, 2008.
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