As filed with the Securities and Exchange Commission on May 4, 2010

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		47-0684736 (I.R.S Employer Identification No.)
1111 Bagby, Sky Lobby 2
Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

EOG RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Frederick J. Plaeger, II
Senior Vice President and General Counsel
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
(Name and address of agent for service)

(713) 651-7000
(Telephone number, including area code, of agent for service)

With Copy to:
Arthur H. Rogers
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151

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.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Amount to be

Proposed maximum

Proposed maximum

Amount of

Title of securities to be registered

registered (1)

offering price per share (2)

aggregate offering price (2)

registration fee

Common Stock, par value $.01 per share

1,000,000 shares

$109.23

$109,230,000

$7,788.10

 

 

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel			1
Item 8. Exhibit			1
SIGNATURES			S-1
EXHIBIT INDEX			E-1
EX-4.3.B - Amendment to EOG Resources, Inc. Employee Stock Purchase Plan
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 Power of Attorney

     This Registration Statement is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of Common Stock for issuance and sale under the EOG Resources, Inc. Employee Stock Purchase Plan (as amended). The contents of the Registrant’s Form S-8 Registration Statement (No. 333-62256) relating to the same employee benefit plan are incorporated by reference in this Registration Statement.

     The following information and exhibits are filed as part of this Registration Statement, in accordance with General Instruction E to Form S-8:

     Item 5. Interests of Named Experts and Counsel.

     Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. As of April 30, 2010, lawyers at Fulbright & Jaworski L.L.P. who participated in the preparation of this Registration Statement owned 2,600 shares of Common Stock of the Registrant.

     Item 8. Exhibits.

4.1(a)		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).
4.1(b)		Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2005 (incorporated by reference to Exhibit 3.1(l) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
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. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-62256, filed June 4, 2001).
4.3(b)*		Amendment to EOG Resources, Inc. Employee Stock Purchase Plan, dated effective as of January 1, 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.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 May 4, 2010.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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
*   George A. Alcorn		Director		May 4, 2010
*   Charles R. Crisp		Director		May 4, 2010
*   James C. Day		Director		May 4, 2010
*   H. Leighton Steward		Director		May 4, 2010

Signature		Title		Date
*   Donald F. Textor		Director		May 4, 2010
*   Frank G. Wisner		Director		May 4, 2010

*BY:	/s/ MICHAEL P. DONALDSON		Attorney-in-Fact		May 4, 2010
Michael P. Donaldson
Attorney-in-Fact
for persons indicated

EXHIBIT INDEX

4.1(a)		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).
4.1(b)		Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2005 (incorporated by reference to Exhibit 3.1(l) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
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. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-62256, filed June 4, 2001).
4.3(b)*		Amendment to EOG Resources, Inc. Employee Stock Purchase Plan, dated effective as of January 1, 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.