As filed with the Securities and Exchange Commission on August 10, 2006
Registration No. 333-_____
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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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PIONEER NATURAL RESOURCES COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2702753
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5205 North O'Connor Boulevard
Suite 200
Irving, Texas 75039
(Address of Principal Executive Offices, Including Zip Code)
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PIONEER NATURAL RESOURCES COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
Mark S. Berg
Pioneer Natural Resources Company
5205 North O'Connor Boulevard
Suite 200
Irving, Texas 75039
(972) 444-9001
(Name, Address and Telephone Number of Agent For Service)
copy to:
Robert L. Kimball
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price offering price (1) registration fee
------------------------- ---------------- -------------------- --------------------- -------------------
Deferred Compensation
Obligations (2) ........ (3) (4) $25,000,000.00 $2,675.00
------------------------- ---------------- -------------------- --------------------- -------------------
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) The Deferred Compensation Obligations are unsecured obligations of Pioneer
Natural Resources Company to pay deferred compensation in the future in
accordance with the terms of the Pioneer Natural Resources Company
Executive Deferred Compensation Plan.
(3) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also registers an indeterminate amount of plan interests.
(4) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
required to register plan interests.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pioneer Natural Resources Company (the "Registrant" or "Company") will send
or give to all participants in the Pioneer Natural Resources Company Executive
Deferred Compensation Plan the document(s) containing information required by
Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Registrant has not filed such document(s)
with the Commission, but such documents (along with the documents incorporated
by reference into this Form S-8 Registration Statement (the "Registration
Statement") pursuant to Item 3 of Part II hereof) shall constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional deferred compensation
obligations of the Company that may become payable under the Company's Executive
Deferred Compensation Plan (as amended, the "Plan"). The contents of the
Company's registration statement on Form S-8 filed on October 31, 1997 (File
Number 333-39153), relating to the Plan, are hereby incorporated by reference
into this Registration Statement.
Item 3. Incorporation of Documents by Reference.
Except to the extent that information is deemed furnished and not filed
pursuant to securities laws and regulations, the following documents have been
filed by the Company with the Commission and are incorporated by reference into
this Registration Statement and will be deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K (File No. 001-13245), filed
with the Commission on February 17, 2006, for the fiscal year ended December 31,
2005.
(b) The Registrant's Quarterly Reports on Form 10-Q (File No. 001-13245),
filed with the Commission on May 10, 2006, for the fiscal quarter ended March
31, 2006, and on August 8, 2006, for the fiscal quarter ended June 30, 2006.
(c) The Registrant's Current Reports on Form 8-K (File No. 001-13245),
filed with the Commission on May 25, 2006 (Item 7.01); May 23, 2006 (Items 1.01,
3.03, and 9.01); May 9, 2006 (Items 1.01 and 9.01); May 4, 2006 (Items 1.01 and
9.01); May 1, 2006 (Items 1.01 and 9.01); April 3, 2006 (Items 2.01 and 9.01);
February 28, 2006 (Items 1.01 and 9.01); February 21, 2006 (Item 1.01); and
January 20, 2006 (Items 8.01 and 9.01).
(d) All other reports filed by the Registrant with the Commission since
December 31, 2005 pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
Except to the extent that information is deemed furnished and not filed
pursuant to securities laws and regulations, 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 that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold shall also be deemed to be incorporated by reference herein and
to be a part hereof from the dates 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 purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which 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.
Item 4. Description of Securities.
The securities to be offered under this Registration Statement represent
unsecured obligations of the Registrant to pay to the participants in the Plan
certain salary, bonus, and other compensation, the receipt of which the
participants have elected to defer under the Plan (the "Deferred Compensation
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Obligations"). The Deferred Compensation Obligations also represent amounts that
the Registrant credits to participants' accounts as employer matching
contributions. Each participant shall designate the manner in which the amounts
allocated to his account will be deemed to be invested from among the investment
funds and other securities designated from time to time by the Plan
administrator. Amounts credited to a participant's account are adjusted for
earnings and/or losses each business day. If no investment option has been
selected, a participant's accounts will be deemed to be invested in the
investments designated by the Plan Administrator. The Deferred Compensation
Obligations are payable in cash in a lump-sum distribution or in installments,
at the election of the participant made in accordance with the Plan. There is no
trading market for the Deferred Compensation Obligations.
The Deferred Compensation Obligations are unsecured general obligations of
the Registrant and rank pari passu with other unsecured and unsubordinated
indebtedness of the Registrant. The Deferred Compensation Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge or encumbrance. Any attempt by any person to transfer or assign benefits
under the Plan, other than a claim for benefits by a participant, his or her
beneficiary, or an alternate payee under a qualified domestic relations order,
will be null and void. The Deferred Compensation Obligations are not convertible
into any other security of the Registrant.
The Registrant has established a Trust to hold all income, contributions,
and moneys of any kind at any time received by the Trustee and such amounts will
be held for investment purposes as a commingled Trust Fund pursuant to the terms
of the Trust Agreement. Participants in the Plan have no rights to any specific
assets held in the Trust except as general creditors of the Registrant. Assets
in any trust or fund will at all times be subject to the claims of the
Registrant's general creditors.
A participant may request an early payment of the Deferred Compensation
Obligations for the purpose of alleviating an immediate and unforseeable
financial emergency, as determined pursuant to the Plan.
The Registrant reserves the right to amend the Plan at any time, except
that no amendment, modification or termination will adversely affect a
participant's rights in his or her Plan account. The Registrant may terminate
the Plan at an time and, upon termination, the amounts credited to a
participant's account will be paid in the manner specified by the Plan
administrator.
The description above of the Deferred Compensation Obligations is qualified
in its entirety by reference to the full text of the Plan, a complete copy of
which is filed as Exhibit 4.1 to this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Delaware General Corporation Law
Section 145 of the Delaware General Corporation Law provides that a
corporation may 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 (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person 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 the person's conduct was
unlawful. In actions brought by or in the right of the corporation, the
corporation may indemnify such person against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of the action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which the person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which the action or suit was
brought shall determine upon application that, despite the adjudication of
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liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses which the Delaware Court
of Chancery or such other court shall deem proper.
To the extent that such person has been successful on the merits or
otherwise in defending any action, suit or proceeding referred to above, or in
defense of any such claim, issue or matter therein, the person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
The indemnification and advancement of expenses provided by or granted
pursuant to Section 145 is not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled, and a
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity, or arising out of the person's status as such,
whether or not the power to indemnify is provided by the statute.
The preceding discussion of Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by
reference to Section 145 of the Delaware General Corporation Law.
Amended and Restated Certificate of Incorporation
Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation provides that each person who at any time is or was a director or
officer of the Company, or any person who, while a director or officer of the
Company, is or was serving at the Company's request as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, limited liability company,
association, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise, shall be entitled to (a) indemnification and
(b) the advancement of expenses incurred by such person from the Company as, and
to the fullest extent, permitted by the Delaware General Corporation Law or any
successor statutory provision, as from time to time amended. Any repeal or
modification of Article Twelfth of the Company's Amended and Restated
Certificate of Incorporation shall be prospective only, and shall not adversely
affect the rights of any director or officer or the obligations of the Company
with respect to any claim arising from the services of such director or officer
in the capacities described above prior to any such repeal or amendment of
Article Twelfth.
Article Thirteenth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company's directors shall not be personally
liable to the Company or any of its stockholders for monetary damages for breach
of fiduciary duty as a director involving any act or omission of any such
director; provided, however, that such Article Thirteenth does not eliminate or
limit the liability of a director (1) for any breach of such director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the Delaware General Corporation Law (which
relates to certain unlawful dividend payments or stock purchases or
redemptions), as the same exists or may hereafter be amended, supplemented or
replaced, or (4) for a transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director, in addition to the limitation on personal
liability described above, shall be limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended. Furthermore, any repeal or
modification of Article Thirteenth of the Company's Amended and Restated
Certificate of Incorporation by its stockholders shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director existing at the time of such repeal or modification.
Indemnification Agreements
The Company has entered into indemnification agreements with its directors
and officers. Under the terms of the indemnification agreements, the Company has
generally agreed to indemnify an officer or director for liabilities incurred to
the fullest extent permitted by the Delaware General Corporation Law. The
Company must, within ten days of a request, indemnify an officer or director for
expenses incurred in the defense of a claim or other proceeding. The obligation
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of the Company to provide the indemnification does not apply if, before the date
on which the Company must provide the indemnification, the Company's board of
directors, or a representative chosen by the board of directors, concludes that
indemnification would be improper under the Delaware General Corporation Law.
The above discussion of Section 145 of the Delaware General Corporation
Law, the Company's amended and restated certificate of incorporation and the
indemnification agreements is not intended to be exhaustive and is respectively
qualified in its entirety by such statute and documents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (No. 333-26951) filed with the
Commission on June 26, 1997).
3.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K (No. 001-13245) filed with the Commission on February 17,
2006).
4.1 Pioneer Natural Resources Company Executive Deferred Compensation
Plan, as amended and restated effective August 1, 2002
(incorporated by reference to Exhibit 10.15 to the Registrant's
Quarterly Report on Form 10-Q (No. 001-13245) filed with the
Commission on May 6, 2005).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Netherland, Sewell & Associates, Inc.
23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 to this registration statement).
24.1 Power of Attorney (included on the signature pages of this
registration statement).
Item 9. Undertakings.
(a) 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;
(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; and
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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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
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.
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
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(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 the Registrant is
against public policy as expressed in the Securities Act and agrees to be
governed by the final adjudication of such issue.
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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 Irving, State of Texas, on August 10, 2006.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Scott D. Sheffield
---------------------------------
Scott D. Sheffield
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark S. Berg and Richard P. Dealy, and each of
them, his true and lawful attorneys-in-fact and agents, 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 (including pre-and
post-effective amendments) to this Registration Statement and any additional
registration statement pursuant to Rule 462(b) under the Securities Act, and to
file the same with all exhibits thereto, and other 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his 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
date indicated.
Signature Title Date
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/s/ Scott D. Sheffield
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Scott D. Sheffield Chairman of the Board and August 10, 2006
Chief Executive Officer
(Principal Executive Officer)
/s/ Richard P. Dealy
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Richard P. Dealy Executive Vice President and August 10, 2006
Chief Financial Officer
(Principal Financial Officer)
/s/ Darin G. Holderness
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Darin G. Holderness Vice President and August 10, 2006
Chief Accounting Officer
(Principal Accounting Officer)
/s/ James R. Baroffio
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James R. Baroffio Director August 10, 2006
/s/ Edison C. Buchanan
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Edison C. Buchanan Director August 9, 2006
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/s/ R. Hartwell Gardner
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R. Hartwell Gardner Director August 10, 2006
/s/ Linda K. Lawson
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Linda K. Lawson Director August 10, 2006
/s/ Andrew D. Lundquist
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Andrew D. Lundquist Director August 3, 2006
/s/ Charles E. Ramsey, Jr.
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Charles E. Ramsey, Jr. Director August 10, 2006
/s/ Frank A. Risch
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Frank A. Risch Director August 10, 2006
/s/ Mark S. Sexton
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Mark S. Sexton Director August 10, 2006
/s/ Robert A. Solberg
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Robert A. Solberg Director August 8, 2006
/s/ Jim A. Watson
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Jim A. Watson Director August 2, 2006
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on August 9, 2006.
PIONEER NATURAL RESOURCES COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
By: Compensation and Management Development
Committee of the Board of Directors of
Pioneer Natural Resources Company
By: /s/ Edison C. Buchanan
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Edison C. Buchanan, Chairman
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INDEX TO EXHIBITS
Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (No. 333-26951) filed with the
Commission on June 26, 1997).
3.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K (No. 001-13245) filed with the Commission on February 17,
2006).
4.1 Pioneer Natural Resources Company Executive Deferred Compensation
Plan, as amended and restated effective August 1, 2002
(incorporated by reference to Exhibit 10.15 to the Registrant's
Quarterly Report on Form 10-Q (No. 001-13245) filed with the
Commission on May 6, 2005).
5.1 Opinion of Vinson & Elkins L.L.P.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Netherland, Sewell & Associates, Inc.*
23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 to this registration statement).*
24.1 Power of Attorney (included on the signature pages of this
registration statement).*
*filed herewith.