| Delaware (State or other jurisdiction of incorporation or organization) |
47-0684736 (I.R.S Employer Identification No.) |
|
| 1111 Bagby, Sky Lobby 2 Houston, Texas (Address of Principal Executive Offices) |
77002 (Zip Code) |
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
| Proposed maximum | ||||||||||||||
| Amount to be | aggregate offering | Amount of | ||||||||||||
| Title of securities to be registered | registered (1) | Proposed maximum offering price per share (2) | price (2) | registration fee | ||||||||||
Common Stock, par value $.01 per share |
6,900,000 shares | $109.23 | $753,687,000 | $53,737.88 | ||||||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement on Form S-8 shall be deemed to cover any additional shares of Common Stock that become issuable under the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended) by reason of any stock split, stock dividend or other similar transaction. | |
| (2) | Pursuant to Rule 457(c) and (h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on April 28, 2010. |
| PART II | |||||||||
| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | |||||||||
| 1 | |||||||||
| 1 | |||||||||
| S-1 | |||||||||
| E-1 | |||||||||
| EX-5.1 - Opinion of Fulbright & Jaworski L.L.P. | |||||||||
| EX-23.1 - Consent of Deloitte & Touche LLP | |||||||||
| EX-23.3 - Consent of DeGolyer and MacNaughton | |||||||||
| EX-24.1 - Certain Powers of Attorney | |||||||||
4.1
|
Restated Certificate of Incorporation, dated September 3, 1987 (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008). | |
4.2
|
Bylaws, as amended and restated effective as of February 26, 2009 (incorporated by reference to Exhibit 3.2(a) to the Registrant’s Current Report on Form 8-K, filed March 4, 2009). | |
4.3(a)
|
EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, effective as of May 8, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed May 14, 2008). | |
4.3(b)
|
First Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of September 4, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008). | |
4.3(c)
|
Second Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of January 1, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010). | |
5.1*
|
Opinion of Fulbright & Jaworski L.L.P. | |
23.1*
|
Consent of Deloitte & Touche LLP. | |
23.2
|
Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). | |
23.3*
|
Consent of DeGolyer and MacNaughton. | |
24.1*
|
Certain Powers of Attorney. |
1
EOG RESOURCES, INC. (Registrant) |
||
/s/ TIMOTHY K. DRIGGERS |
||
Vice President and Chief Financial Officer |
||
(Principal Financial and Accounting Officer and Duly Authorized Officer) |
| Signature | Title | Date | ||
/s/ MARK G. PAPA |
||||
Mark G. Papa
|
Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director | May 4, 2010 | ||
/s/ TIMOTHY K. DRIGGERS |
||||
Timothy K. Driggers
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | May 4, 2010 | ||
*
|
Director | May 4, 2010 | ||
*
|
Director | May 4, 2010 | ||
*
|
Director | May 4, 2010 | ||
*
|
Director | May 4, 2010 |
S-1
| Signature | Title | Date | ||
*
|
Director | May 4, 2010 | ||
*
|
Director | May 4, 2010 | ||
*BY: /s/ MICHAEL P. DONALDSON
|
Attorney-in-Fact | May 4, 2010 | ||
Attorney-in-Fact |
||||
for persons indicated |
S-2
4.1
|
Restated Certificate of Incorporation, dated September 3, 1987 (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008). | |
4.2
|
Bylaws, as amended and restated effective as of February 26, 2009 (incorporated by reference to Exhibit 3.2(a) to the Registrant’s Current Report on Form 8-K, filed March 4, 2009). | |
4.3(a)
|
EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, effective as of May 8, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed May 14, 2008). | |
4.3(b)
|
First Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of September 4, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008). | |
4.3(c)
|
Second Amendment to EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, dated effective as of January 1, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010). | |
5.1*
|
Opinion of Fulbright & Jaworski L.L.P. | |
23.1*
|
Consent of Deloitte & Touche LLP. | |
23.2
|
Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). | |
23.3*
|
Consent of DeGolyer and MacNaughton. | |
24.1*
|
Certain Powers of Attorney. |
E-1