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 LONG-TERM INCENTIVE 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
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share offering price registration fee
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Common stock, $0.01 par
value per share.......... 200,000 shares $ 44.605 (2) $8,921,000.00 (2) $ 954.55
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Rights to purchase shares of (3) (3) (3) (3)
Series A Junior Participating
Preferred Stock
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, there
are also being registered such additional and indeterminate number of
shares of common stock of Pioneer Natural Resources Company and associated
rights to purchase shares of Series A Junior Participating Preferred Stock
as may become issuable because of changes resulting from stock dividends,
stock splits and similar changes and pursuant to the antidilution
provisions of the Long Term Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee and, in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended. The price for 200,000 shares being registered hereby is
based on a price of $44.605, the average of the high and low trading prices
of the common stock of Pioneer Natural Resources Company on the New York
Stock Exchange on August 7, 2006.
(3) These rights are initially carried and traded with the common stock of
Pioneer Natural Resources Company. Value attributable to such rights, if
any, is reflected in the market price of the common stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement ("Registration Statement") is being filed, in
accordance with General Instruction E to Form S-8, to register additional shares
of common stock, $0.01 par value per share, of Pioneer Natural Resources Company
(the "Company" or "Registrant") that may be issued under the Company's Long-Term
Incentive Plan (as amended, the "Plan"). The contents of the Company's
registration statement on Form S-8 filed on September 8, 1997 (File Number
333-35087), as amended on May 16, 2002 (File Number 333-88438), relating to the
Plan are hereby incorporated by reference to this Registration Statement.
Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Securities and Exchange Commission (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 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (File No. 333-35087) filed
with the Commission on September 8, 1997).
4.1.1 First Amendment to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of November 23, 1998 (incorporated
by reference to Exhibit 10.72 to the Company's Annual Report on
Form 10-K for the period ended December 31, 1999 (File No.
001-13245) filed with the Commission on March 2, 2000).
4.1.2 Amendment No. 2 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of May 20, 1999 (incorporated by
reference to Exhibit 10.73 to the Company's Annual Report on Form
10-K for the period ended December 31, 1999 (File No. 001-13245)
filed with the Commission on March 2, 2000).
4.1.3 Amendment No. 3 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of February 17, 2000 (incorporated
by reference to Exhibit 10.76 to the Company's Annual Report on
Form 10-K for the period ended December 31, 1999 (File No.
001-13245) filed with the Commission on March 2, 2000).
4.1.4 Amendment No. 4 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of November 20, 2003 (incorporated
by reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2005 (File No.
001-13245) filed with the Commission on May 6, 2005).
4.1.5 Amendment No. 5 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of May 12, 2004 (incorporated by
reference to Exhibit 10.6 to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2005 (File No.
001-13245) filed with the Commission on May 6, 2005).
4.1.6 Amendment No. 6 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of December 17, 2004 (incorporated
by reference to Exhibit 10.7 to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2005 (File No.
001-13245) filed with the Commission on May 6, 2005).
II-1
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).
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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
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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
II-3
/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
II-4
INDEX TO EXHIBITS
Exhibit
Number Description
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 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (File No. 333-35087) filed with
the Commission on September 8, 1997).
4.1.1 First Amendment to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of November 23, 1998 (incorporated by
reference to Exhibit 10.72 to the Company's Annual Report on Form
10-K for the period ended December 31, 1999 (File No. 1-13245)
filed with the Commission on March 2, 2000).
4.1.2 Amendment No. 2 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of May 20, 1999 (incorporated by
reference to Exhibit 10.73 to the Company's Annual Report on Form
10-K for the period ended December 31, 1999 (File No. 1-13245)
filed with the Commission on March 2, 2000).
4.1.3 Amendment No. 3 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of February 17, 2000 (incorporated by
reference to Exhibit 10.76 to the Company's Annual Report on Form
10-K for the period ended December 31, 1999 (File No. 1-13245)
filed with the Commission on March 2, 2000).
4.1.4 Amendment No. 4 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of November 20, 2003 (incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2005 (File No. 001-13245)
filed with the Commission on May 6, 2005).
4.1.5 Amendment No. 5 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of May 12, 2004 (incorporated by
reference to Exhibit 10.6 to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2005 (File No. 001-13245)
filed with the Commission on May 6, 2005).
4.1.6 Amendment No. 6 to Pioneer Natural Resources Company Long-Term
Incentive Plan, effective as of December 17, 2004 (incorporated by
reference to Exhibit 10.7 to the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2005 (File 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.