As Filed with the Securities and Exchange Commission on June 11, 2012
Registration No. 333-
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Concho Resources Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0818600
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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550 West Texas Avenue, Suite 100
Midland, Texas 79701
(Address of principal executive offices, including zip code)
Concho
Resources Inc. 2006 Stock Incentive Plan
(Full title of the plan)
C. William Giraud
Senior Vice President and General Counsel
550 West Texas Avenue, Suite
100
Midland, Texas 79701
(Name and address of agent for service)
(432) 683-7443
(Telephone number, including area code, 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 Exchange Act:
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company.)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered(1)(3)
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Proposed Maximum
Offering Price Per
Share(2)
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Proposed Maximum
Aggregate Offering
Price(2)
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Amount of
Registration Fee
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Common Stock, $0.001 par value
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1,650,000
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$83.90
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$138,435,000
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$15,865
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), the number of shares of common stock registered hereby pursuant to the Concho
Resources Inc. 2006 Stock Incentive Plan, as amended and restated (the “Plan”), is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or any other similar transaction.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The maximum offering price per share
and the maximum aggregate offering price are based on $83.90, which was the average of the high and low sales prices of the registrant’s common shares on the New York Stock Exchange on June 4, 2012.
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(3)
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This registration statement registers an additional 1,650,000 shares issuable under the Plan. We previously registered 5,617,784 shares issuable under the Plan (which
reflects the issuance of 232,216 shares under the Plan prior to the filing of the Registration Statement) under a Registration Statement on Form S-8 (File No. 333-145791).
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EXPLANATORY NOTE
Concho Resources Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration
Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of additional common stock that may be issued under the Concho Resources Inc. 2006 Stock Incentive Plan, as amended and restated (the “Plan”) as
a result of the adoption of an amendment and restatement of the Plan that increased the number of common stock available under the Plan by 1,650,000 shares. Except as otherwise set forth below, the contents of the registration statement on Form S-8
(File No. 333-145791) relating to the Plan, which was filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2007, are incorporated by reference into this Registration Statement as permitted by General
Instruction E of Form S-8.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents
containing the information specified in Part I of Form S-8 will be sent or given to the Plan’s participants as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant is registering additional securities under the Plan covered hereby for which a registration statement on Form S-8 bearing Registration No. 333-145791is currently effective. Therefore,
pursuant to General Instruction E of Form S-8, the Registrant elects to incorporate by reference the contents of such registration statement which constitute information required in this Registration Statement.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the SEC, each of the
following exhibits is filed herewith:
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5.1*
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Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered.
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10.1
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Amended and Restated Concho Resources Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
June 11, 2012).
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23.1*
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Consent of Grant Thornton LLP.
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23.2*
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Consent of Netherland, Sewell & Associates, Inc.
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23.3*
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Consent of Cawley, Gillespie & Associates, Inc.
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23.4*
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement).
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2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Concho Resources Inc. 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 Midland, in the State of Texas on June 11, 2012.
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CONCHO RESOURCES INC.
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(Registrant)
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By:
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/s/ Timothy A. Leach
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Timothy A. Leach
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Director, Chairman of the Board of Directors, Chief Executive Officer and President
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Each person whose signature appears below appoints Timothy A. Leach and Darin G. Holderness, and
each of them, any of whom may act without the joinder of the other, as 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 post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, 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 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, and
Rule 478 thereunder, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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/s/ Timothy A. Leach
Timothy A. Leach
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Director, Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)
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June 11, 2012
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/s/ Darin G. Holderness
Darin G. Holderness
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Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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June 11, 2012
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/s/ Don O. McCormack
Don O. McCormack
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Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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June 11, 2012
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/s/ Steven L. Beal
Steven L. Beal
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Director
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June 11, 2012
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/s/ Tucker S. Bridwell
Tucker S. Bridwell
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Director
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June 11, 2012
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/s/ William H. Easter III
William H. Easter III
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Director
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June 11, 2012
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/s/ W. Howard Keenan, Jr.
W. Howard Keenan, Jr.
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Director
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June 11, 2012
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3
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/s/ Gary A. Merriman
Gary A. Merriman
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Director
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June 11, 2012
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/s/ Ray M. Poage
Ray M. Poage
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Director
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June 11, 2012
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/s/ Mark B. Puckett
Mark B. Puckett
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Director
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June 11, 2012
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/s/ A. Wellford Tabor
A. Wellford Tabor
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Director
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June 11, 2012
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4
EXHIBIT INDEX
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Exhibit
No.
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Exhibit Title
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5.1*
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Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered.
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10.1
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Amended and Restated Concho Resources Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
June 11, 2012).
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23.1*
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Consent of Grant Thornton LLP.
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23.2*
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Consent of Netherland, Sewell & Associates, Inc.
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23.3*
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Consent of Cawley, Gillespie & Associates, Inc.
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23.4*
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement).
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Exhibit 5.1
June 11, 2012
Concho Resources Inc.
550 West Texas Avenue, Suite 100
Midland, Texas 79701
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RE:
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Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for Concho
Resources Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of an aggregate of up to
1,650,000 shares of the common stock under the Concho Resources Inc. 2006 Stock Incentive Plan, as amended and restated (the “Stock Incentive Plan”), pursuant to the Company’s registration statement on Form S-8 (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2012, which common stock may be issued from time to time in accordance with the terms of the Stock Incentive Plan.
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration
Statement, (ii) the restated certificate of incorporation of the Company, as filed with the Secretary of State of the State of Delaware, (iii) the amended and restated bylaws of the Company, (iv) the Stock Incentive Plan, and
(v) certain resolutions adopted by the Board of Directors of the Company. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to any facts material to our opinions, we have made no independent
investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
We have assumed that (i) all information contained in all documents we reviewed is true, correct and complete,
(ii) all signatures on all documents we reviewed are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof,
and (v) all persons executing and delivering the documents we examined were competent to execute and deliver such documents.
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Vinson & Elkins LLP Attorneys at Law
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First City Tower, 1001 Fannin Street, Suite 2500
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Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London
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Houston, TX 77002-6760
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Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington
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Tel
+1.713.758.2222
Fax
+1.713.758.2346
www.velaw.com
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June 11, 2012 Page 2
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Based on the foregoing and subject to the limitations set forth herein, and having due
regard for the legal considerations we deem relevant, we are of the opinion that the common stock has been duly authorized and, when the common stock is issued by the Company in accordance with the terms of the Stock Incentive Plan under which the
common stock is issued and the instruments executed pursuant to such Stock Incentive Plan, which govern the awards to which the common stock relates, will be validly issued, fully paid and non-assessable.
The foregoing opinions are limited in all respects to the General Corporation Law of the State of Delaware (including the
applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction. The
opinions expressed herein are rendered only to you in connection with the Registration Statement. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom.
The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof. The opinions expressed herein may not be relied upon by
you for any other purpose, or be furnished to, quoted to or relied upon by any other person, firm or corporation or for any other purpose.
We hereby consent to the statements with respect to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
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Very truly yours,
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/s/ Vinson & Elkins L.L.P.
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