As filed with the Securities and Exchange Commission on May 4, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Occidental Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 95-4035997 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5 Greenway Plaza, Suite 110
Houston, Texas 77046
(Address of principal executive offices, including zip code)
Occidental Petroleum Corporation
2015 Long-Term Incentive Plan
(Full title of the plan)
Marcia E. Backus
Greenway Plaza, Suite 110
Houston, Texas 77046
(713) 215-7000
(Name, address and telephone number of agent for service)
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 Securities Exchange Act of 1934, as amended (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
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| Title of securities to be registered |
Amount to be registered (1)(2) |
Proposed maximum offering price per share (3) |
Proposed maximum aggregate offering price (3) |
Amount of registration fee | ||||
| Common Stock, $0.20 par value per share |
45,000,000 | $76.53 | $3,443,850,000 | $428,759.33 | ||||
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| (1) | This Registration Statement (as defined below) registers 45,000,000 shares of common stock, $0.20 par value per share (the “Common Stock”), of Occidental Petroleum Corporation (“Occidental”) that may be delivered with respect to awards under the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which shares consist of 45,000,000 shares of Common Stock reserved and available for delivery with respect to awards under the Plan pursuant to the Second Amendment to the Plan. |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional shares of Common Stock that may become issuable as a result of any stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan. |
| (3) | The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock have been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based upon the average of the high and low prices for a share of Common Stock as reported on the New York Stock Exchange on May 1, 2018. |
EXPLANATORY NOTE AND STATEMENT OF INCORPORATION BY REFERENCE
Occidental is filing this Form S-8 registration statement (the “Registration Statement”) pursuant to General Instruction E of Form S-8 to register an additional 45,000,000 shares of Common Stock that may or will be delivered under the Plan. Such shares consist of shares of Common Stock that became available for delivery under the Plan pursuant to the Second Amendment to the Plan and shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan. The Second Amendment was approved by Occidental’s stockholders at Occidental’s Annual Meeting of Stockholders on May 4, 2018.
As permitted by General Instruction E of Form S-8, the contents of Occidental’s Form S-8 registration statement (File No. 333-203801), filed on May 1, 2015, relating to the Plan is hereby incorporated by reference into this Registration Statement except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which immediately precedes such exhibits and is incorporated herein by reference.
INDEX TO EXHIBITS
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, Occidental 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, in the State of Texas, on May 4, 2018.
| Occidental Petroleum Corporation | ||
| By: | /s/ Vicki Hollub | |
| Name: | Vicki Hollub | |
| Title: | President and Chief Executive Officer | |
Each person whose signature appears below appoints Vicki Hollub, Marcia E. Backus and Cedric Burgher, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents 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 or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his 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 indicated, on May 4, 2018.
| Signature |
Title | |
| /s/ Vicki Hollub |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
| Vicki Hollub | ||
| /s/ Cedric W. Burgher |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
| Cedric W. Burgher | ||
| /s/ Jennifer M. Kirk |
Vice President, Controller and Principal Accounting Officer (Principal Accounting Officer) | |
| Jennifer M. Kirk | ||
| /s/ Spencer Abraham |
Director | |
| Spencer Abraham | ||
| /s/ Howard I. Atkins |
Director | |
| Howard I. Atkins | ||
| /s/ Eugene L. Batchelder |
Chairman of the Board of Directors | |
| Eugene L. Batchelder | ||
| /s/ John E. Feick |
Director | |
| John E. Feick | ||
| /s/ Margaret M. Foran |
Director | |
| Margaret M. Foran | ||
| /s/ Carlos M. Gutierrez |
Director | |
| Carlos M. Gutierrez | ||
| /s/ William R. Klesse |
Director | |
| William R. Klesse | ||
| /s/ Jack B. Moore |
Director | |
| Jack B. Moore | ||
| /s/ Avedick B. Poladian |
Director | |
| Avedick B. Poladian | ||
| /s/ Elisse B. Walter |
Director | |
| Elisse B. Walter | ||