As filed with the Securities and Exchange Commission on June 14, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Hess Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-4921002

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1185 Avenue of the Americas,

New York, New York

  10036
(Address of Principal Executive Offices)   (Zip Code)

Hess Corporation

2017 Long-Term Incentive Plan

(Full title of the plan)

 

 

Timothy B. Goodell

Executive Vice President and General Counsel

Hess Corporation

1185 Avenue of the Americas

New York, New York 10036

(Name and address of agent for service)

 

 

(212) 997-8500

(Telephone number, including area code, of agent for service)

 

 

Copy to:

David M. Johansen

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 819-8200

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

 

Amount

to be

registered

 

Proposed

maximum

offering price

per share

 

Proposed

maximum

aggregate

offering price

 

Amount of

registration fee

Common Stock, par value $1.00

  12,000,000(1)(2)   $88.61(3)   $1,063,320,000.00   $116,008.21

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (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 2017 Long-Term Incentive Plan (the “2017 Long-Term Incentive Plan”), as amended, of Hess Corporation (the “Registrant”).

(2)

Represents an additional 12,000,000 shares of common stock, par value $1.00 per share (the “Common Stock”), of the Registrant issuable under the 2017 Long-Term Incentive Plan, as amended. The Registrant previously filed a Registration Statement on Form S-8 (No. 333-219113) with respect to shares issuable under the 2017 Long-Term Incentive Plan.

(3)

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 on June 8, 2021.

 

 

 

EXPLANATORY NOTE

The Registrant has filed this Registration Statement on Form S-8 to register under the Securities Act the offer and sale of 12,000,000 shares of Common Stock of the Registrant under the 2017 Long-Term Incentive Plan, as amended. The shares are being registered in addition to the Common Stock previously registered for issuance on the Registrant’s Registration Statement on Form S-8 concerning the 2017 Long-Term Incentive Plan filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2017 (Reg. No. 333-219113) (the “2017 Registration Statement”).

On March 3, 2021, the Board of Directors adopted, subject to the requisite stockholders’ approval, an amendment (the “Amendment”) to the 2017 Long-Term Incentive Plan to increase the number of shares of Common Stock that may be issued under the 2017 Long-Term Incentive Plan by 12,000,000 shares (as so amended, the “Amended 2017 Long-Term Incentive Plan”). On June 2, 2021, the Amendment was approved by the stockholders at the Registrant’s Annual Meeting of Stockholders. In accordance with Instruction E to the General Instructions to Form S-8, the Registrant is registering the additional 12,000,000 shares of Common Stock, which may be offered and sold under the Amended 2017 Long-Term Incentive Plan pursuant to this Registration Statement, and the contents of the 2017 Registration Statement are incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth herein.

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 Amended 2017 Long-Term Incentive 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by 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, 2020, including information specifically incorporated by reference into the Form 10-K from the Registrant’s Proxy Statement on Schedule 14A for the 2021 Annual Meeting of Stockholders, filed with the Commission on April 23, 2021;

 

  (2)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021;

 

  (3)

The Registrant’s Current Reports on Form 8-K, filed with the Commission on March  4, 2021, April  13, 2021 and June 3, 2021; and

 

  (4)

The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-3 (No. 333-253681) filed pursuant to the Securities Act on March 1, 2021, including any amendment or report subsequently 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 of 1934, as amended (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. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that 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. Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed on Form 8-K.

 

2

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 June 14, 2021.

 

HESS CORPORATION
By:  

/s/ John P. Rielly

  Name: John P. Rielly
  Title: Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John B. Hess, Timothy B. Goodell 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 the Registrant 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 Registrant) 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 Commission registering shares of Common Stock of the Registrant reserved for issuance pursuant to the Amended 2017 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, 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

   Director and Chief Executive Officer (Principal Executive Officer)   June 14, 2021
John B. Hess  

/s/ John P. Rielly

   Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   June 14, 2021
John P. Rielly  

/s/ James H. Quigley

   Chairman of the Board and Director   June 14, 2021
James H. Quigley     

/s/ Terrence J. Checki

   Director   June 14, 2021
Terrence J. Checki     

 

4

/s/ Leonard S. Coleman, Jr.

   Director   June 14, 2021
Leonard S. Coleman, Jr.     

/s/ Joaquin Duato

   Director   June 14, 2021
Joaquin Duato     

/s/ Edith E. Holiday

   Director   June 14, 2021
Edith E. Holiday     

/s/ Marc S. Lipschultz

   Director   June 14, 2021
Marc S. Lipschultz     

/s/ David McManus

   Director   June 14, 2021
David McManus     

/s/ Dr. Kevin O. Meyers

   Director   June 14, 2021
Dr. Kevin O. Meyers     

/s/ Karyn F. Ovelmen

   Director   June 14, 2021
Karyn F. Ovelmen     

/s/ William G. Schrader

   Director   June 14, 2021
William G. Schrader     

 

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