As filed with the Securities and Exchange Commission on May 15, 2015
Registration No. 333
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ROSETTA RESOURCES INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1111 Bagby Street, Suite 1600
Houston, Texas 77002 |
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43-2083519 |
(State or other jurisdiction of
incorporation or organization) |
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(Address of Principal Executive
Offices, including Zip Code) |
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(I.R.S. Employer
Identification No.) |
Rosetta Resources Inc. 2015 Long-Term Incentive Plan
(Full title of the plan)
John E.
Hagale
Executive Vice President and Chief Financial Officer
Rosetta Resources Inc.
1111 Bagby Street, Suite 1600
Houston, Texas 77002 (713) 335-4000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Nathan P. Murphy
Rosetta Resources Inc.
1111 Bagby Street, Suite 1600
Houston, Texas 77002 (713) 335-4000 |
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Michael E. Dillard
Debbie P. Yee Latham
& Watkins LLP 811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400 |
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):
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered |
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Amount
to be
registered (1) |
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Proposed
maximum offering price
per share (2) |
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Proposed
maximum
aggregate offering price (2) |
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Amount of registration fee |
Common Stock, par value $0.001 per share |
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5,000,000 |
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$19.33 |
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$96,650,000 |
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$11,231 |
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(1) |
Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of Common Stock. |
(2) |
Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(c) and Rule 457(h) on the basis of the average of the high and low prices of the Registrants Common
Stock on the NASDAQ Global Select Market on May 8, 2015. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item 1 of Form S-8 and the
statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities
Act of 1933, as amended (the Securities Act). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the Commission) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Rosetta Resources Inc. (the Company) shall
maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference into this Registration Statement the information we file with it, which means
that we can disclose important information to you by referring you to those documents. Information filed with the Commission after the date of this Registration Statement will update and supersede this information. We incorporate by reference the
documents listed below and future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (excluding any information furnished pursuant to Item 2.02 or Item 7.01
on any Current Report on Form 8-K), until all of the Common Stock covered by this Registration Statement is issued or a post-effective amendment to this
Registration Statement is filed that deregisters all Common Stock then remaining unsold.
The following documents filed with the
Commission are hereby incorporated by reference:
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(a) |
our Annual Report on Form 10-K for the year ended December 31, 2014; |
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(b) |
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015; |
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(c) |
our Current Reports on Form 8-K filed with the Commission on March 13, 2015 and May 11, 2015 (two reports); and |
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(d) |
the description of our Common Stock set forth in the registration statement on Form 8-A filed with the Commission on February 9, 2006, including any amendment to that form that we may file in the future for the
purpose of updating the description of our Common Stock. |
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF
NAMED EXPERTS AND COUNSEL
The validity of the securities being registered will be passed upon for us by Nathan P. Murphy, our Vice
President, General Counsel, Chief Compliance Officer and Corporate Secretary. As of May 8, 2015, Mr. Murphy held 45,661 shares of our common stock, consisting of (i) 4,854 shares of unrestricted common stock and (ii) 40,807
restricted shares of common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (Section 145) permits indemnification of directors, officers, agents
and controlling persons of a corporation under certain conditions and subject to certain limitations. Article X of our Certificate of Incorporation and Article VIII of our Amended and Restated Bylaws provide for the indemnification of our
directors, officers and other authorized representatives to the maximum extent permitted by the Delaware General Corporation Law. Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer or agent of the corporation or another enterprise if
serving at the request of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that the court of chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.
We currently carry directors and officers liability insurance and have entered into indemnification agreements with each of our directors and
executive officers that provide for indemnification and expense advances to the fullest extent permitted under the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following documents are filed as part of the Registration Statement and incorporated by reference herein:
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Exhibit Number |
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Description |
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4.1 |
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Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-1 filed on October 7, 2005 (Registration No. 333-128888)). |
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4.2 |
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on December 6, 2012 (File No. 000-51801)). |
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4.3 |
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Rosetta Resources Inc. 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement on Schedule 14A filed on March 26,
2015). |
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5.1* |
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Opinion of Nathan P. Murphy regarding the legality of securities being registered. |
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23.1* |
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Consent of Nathan P. Murphy (included in Exhibit 5.1). |
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23.2* |
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Consent of PricewaterhouseCoopers LLP. |
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23.3* |
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Consent of Netherland, Sewell & Associates, Inc. |
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24.1* |
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Power of Attorney (included on signature page). |
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(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; |
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(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 (a)(1)(i) and (a)(1)(ii) 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 Securities
Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
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(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. |
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(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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans 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.
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(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 this 15th day of May 2015.
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ROSETTA RESOURCES INC. |
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By: |
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/s/ John E. Hagale |
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John E. Hagale |
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Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints James E. Craddock and John E.
Hagale, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-8, and to file the same with all exhibits thereto and all 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 in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his, her 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 the dates indicated:
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Signature |
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Title |
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Date |
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/s/ James E. Craddock |
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Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
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May 15, 2015 |
James E. Craddock |
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/s/ John E. Hagale |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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May 15, 2015 |
John E. Hagale |
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/s/ Don O. McCormack |
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Senior Vice President, Treasurer and Chief Accounting Officer (Principal Accounting Officer) |
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May 15, 2015 |
Don O. McCormack |
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/s/ Philip L. Frederickson |
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Lead Director |
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May 15, 2015 |
Philip L. Frederickson |
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/s/ Matthew D. Fitzgerald |
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Director |
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May 15, 2015 |
Matthew D. Fitzgerald |
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/s/ Carin S. Knickel |
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Director |
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May 15, 2015 |
Carin S. Knickel |
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/s/ Holli C. Ladhani |
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Director |
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May 15, 2015 |
Holli C. Ladhani |
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/s/ Donald D. Patteson, Jr. |
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Director |
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May 15, 2015 |
Donald D. Patteson, Jr. |
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/s/ Jerry R. Schuyler |
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Director |
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May 15, 2015 |
Jerry R. Schuyler |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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4.1 |
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Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-1 filed on October 7, 2005 (Registration No. 333-128888)). |
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4.2 |
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on December 6, 2012 (File No. 000-51801)). |
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4.3 |
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Rosetta Resources Inc. 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement on Schedule 14A filed on March 26, 2015). |
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5.1* |
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Opinion of Nathan P. Murphy regarding the legality of securities being registered. |
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23.1* |
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Consent of Nathan P. Murphy (included in Exhibit 5.1). |
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23.2* |
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Consent of PricewaterhouseCoopers LLP. |
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23.3* |
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Consent of Netherland, Sewell & Associates, Inc. |
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24.1* |
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Power of Attorney (included on signature page). |
EXHIBIT 5.1
May 15, 2015
Rosetta Resources Inc.
1111 Bagby Street, Suite 1600
Houston, Texas 77002
Re: |
Rosetta Resources Inc. |
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Vice President,
General Counsel, Chief Compliance Officer and Corporate Secretary of Rosetta Resources Inc., a Delaware corporation (the Company), and have acted in my capacity as General Counsel of the Company in connection with the
Registration Statement on Form S-8 of the Company (the Registration Statement), being filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
Act), relating to the proposed issuance of up to 5,000,000 shares (the Shares) of the Companys common stock, par value $0.001 per share (Common Stock), pursuant to
the Rosetta Resources Inc. 2015 Long-Term Incentive Plan (the Plan). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
I have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of
the Company, public officials and others as I have deemed appropriate for purposes of this letter. I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as
originals, and the conformity to authentic original documents of all copies submitted to me as conformed, certified or reproduced copies. I have also assumed that (i) valid book-entry notations for the issuance of the Shares in uncertificated
form will have been duly made in the share register of the Company, (ii) each award agreement, if any, setting forth the terms of each award granted pursuant to the Plan is consistent with the Plan and will be duly authorized and validly
executed and delivered by the parties thereto, (iii) at the time of each issuance of Shares, there will be sufficient shares of Common Stock authorized for issuance under the Companys certificate of incorporation that have not otherwise
been issued or reserved or committed for issuance and (iv) the price per share paid for Shares issued pursuant to the Plan will not be less than the par value of the Shares. As to various questions of fact relevant to this letter, I have
relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which I assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, I am of the opinion that:
1. In the case of Shares originally issued by the Company pursuant to the provisions of the Plan and following due authorization of a
particular award thereunder by the Board of Directors of the Company or a duly constituted and authorized committee thereof as provided in and in accordance with the Plan, the Shares will be duly authorized by all necessary corporate action on the
part of the Company.
2. Upon issuance and delivery of such Shares from time to time pursuant to the terms of the Plan for the
consideration established pursuant to the terms and conditions of a particular award under the Plan, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and
any requisite determinations by or pursuant to the authority of the Board of Directors of the Company or a duly constituted and authorized committee thereof as provided therein, and, in the case of stock options, following the exercise thereof and
payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.
I express no opinion as to the laws of any jurisdiction other than the General Corporation Law of
the State of Delaware, including the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws.
This opinion letter is limited to the matters expressly stated herein and is rendered by me solely in my capacity as an employee of the
Company and not in my individual capacity. No opinion is to be inferred or implied beyond the opinion expressly set forth herein. I undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any
changes in any matter set forth herein, whether based on a change in law, a change in any fact relating to the Company or any other person or any other circumstance.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration
Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
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Very truly yours, |
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/s/ Nathan P. Murphy |
Nathan P. Murphy |
Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 2015 relating to the
financial statements and the effectiveness of internal control over financial reporting, which appears in Rosetta Resources Inc.s Annual Report on Form 10-K for the year ended December 31, 2014.
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/s/ PricewaterhouseCoopers LLP |
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Houston, Texas |
May 15, 2015 |
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, Netherland, Sewell & Associates, Inc. hereby consents to the incorporation by reference in this Registration
Statement on Form S-8 of references to us and to estimates of reserves contained in the Rosetta Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2014.
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NETHERLAND, SEWELL & ASSOCIATES, INC. |
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By: |
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/s/ J. Carter Henson, Jr. |
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J. Carter Henson, Jr., P.E. 73964 |
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Senior Vice President |
Houston, Texas
May 15, 2015
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