As filed with the Securities and Exchange Commission on August 22, 2003
Registration No. 33-
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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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NOBLE ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0785597
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 GLENBOROUGH, SUITE 100
HOUSTON, TEXAS 77067
(Address of Principal Executive Offices) (Zip Code)
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NOBLE ENERGY, INC. 1992 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
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JAMES L. MCELVANY Copy to:
Chief Financial Officer JOE DANNENMAIER
Noble Energy, Inc. Thompson & Knight LLP
100 Glenborough, Suite 100 1700 Pacific Avenue, Suite 3300
Houston, Texas 77067 Dallas, Texas 75201
(Name and address of agent for service) (214) 969-1700
(281) 872-3100
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED
SECURITIES TO TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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Common Stock,
$3.33 1/3 par value 5,250,000
per share shares (2) $38.72 $203,280,000 $16,445.35
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(1) Pursuant to Rule 416 under the Securities Act, shares issuable upon any
stock split, stock dividend or similar transaction with respect to these shares
are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high and low sales prices
of the Common Stock reported on the New York Stock Exchange on August 18, 2003.
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PART I
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENTS
THE CONTENTS OF REGISTRATION STATEMENT NO. 33-54084 RELATING TO THE
NOBLE ENERGY, INC. 1992 STOCK OPTION AND RESTRICTED STOCK PLAN (THE "PLAN")
FILED BY THE REGISTRANT WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") ON NOVEMBER 2, 1992 AND THE CONTENTS OF REGISTRATION STATEMENT NO.
333-39299 RELATING TO THE PLAN FILED BY THE REGISTRANT WITH THE COMMISSION ON
OCTOBER 31, 1997 (COLLECTIVELY, THE "PRIOR REGISTRATION STATEMENTS"), INCLUDING
ALL EXHIBITS THERETO, ARE INCORPORATED HEREIN BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION E TO FORM S-8. THE PURPOSE OF THIS REGISTRATION STATEMENT IS TO
REGISTER 5,250,000 ADDITIONAL SHARES OF COMMON STOCK OF THE REGISTRANT FOR OFFER
AND SALE PURSUANT TO THE PLAN.
NOTICE REGARDING ARTHUR ANDERSEN LLP
The Registrant's consolidated financial statements as of and for the
year ended December 31, 2001 and 2000 and for each of the three years in the
period ended December 31, 2001 incorporated by reference in this registration
statement have been audited by Arthur Andersen LLP ("Andersen"), independent
auditors, as stated in their reports with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
After reasonable efforts, the Registrant has been unable to obtain
Andersen's written consent to the incorporation by reference into this
registration statement of its audit reports with respect to the Registrant's
financial statements. Accordingly, the Registrant has omitted such consent in
reliance upon Rule 437a under the Securities Act of 1933.
Because Andersen has not consented to the incorporation by reference of
its audit reports with respect to the Registrant's financial statements, Plan
participants may not be able to recover against Andersen under Section 11 of the
Securities Act of 1933 for any untrue statements of any omissions to state a
material fact required to be stated therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
In addition to the exhibits incorporated herein by reference to the
exhibits filed with or incorporated by reference into the Prior Registration
Statements, the following documents are filed as exhibits to this Registration
Statement:
4.1 Noble Energy, Inc. 1992 Stock Option and Restricted Stock
Plan, as amended, dated July 22, 2003 (filed as Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003 and incorporated herein by
reference).
5.1 Opinion of Thompson & Knight LLP, regarding 5,250,000 shares
of Common Stock.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (included in the opinion of Thompson &
Knight LLP, filed herewith as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
-2-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 August 22, 2003.
NOBLE ENERGY, INC.
By: /s/ Charles D. Davidson
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Charles D. Davidson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The undersigned persons hereby constitute
and appoint Charles D. Davidson and James L. McElvany, or either of them, as
their true and lawful attorneys-in-fact with full power to execute in their
names and on their behalf, in the capacities indicated below, any and all
amendments to this Registration Statement and the Prior Registration Statement
filed with the Securities and Exchange Commission and hereby ratify and confirm
all that such attorneys-in-fact shall lawfully do or cause to be done by virtue
hereof.
Signature Capacity in Which Signed Date
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/s/ Charles D. Davidson President, Chief Executive Officer and August 22, 2003
------------------------------ Chairman of the Board (principal
Charles D. Davidson executive officer)
/s/ James L. McElvany Chief Financial Officer, Senior Vice August 22, 2003
------------------------------ President and Treasurer (principal
James L. McElvany financial and accounting officer)
/s/ Michael A. Cawley Director August 22, 2003
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Michael A. Cawley
/s/ Edward F. Cox Director August 22, 2003
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Edward F. Cox
/s/ James C. Day Director August 22, 2003
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James C. Day
/s/ Kirby L. Hedrick Director August 22, 2003
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Kirby L. Hedrick
/s/ Dale P. Jones Director August 22, 2003
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Dale P. Jones
/s/ Bruce A. Smith Director August 22, 2003
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Bruce A. Smith
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan, as
amended, dated July 22, 2003 (filed as Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and
incorporated herein by reference).
5.1 Opinion of Thompson & Knight LLP, regarding 5,250,000 shares of Common
Stock.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (included in the opinion of Thompson & Knight LLP,
filed herewith as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).