CONCHO RESOURCES INC (Form: S-8, Received: 06/05/2015 16:32:30)

As Filed with the Securities and Exchange Commission on June 5, 2015

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)

Delaware

76-0818600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

One Concho Center
600 West Illinois Avenue

Midland, Texas 79701

(Address of principal executive offices, including zip code)

Concho Resources Inc. 2015 Stock Incentive Plan

(Full title of the plan)

Travis L. Counts

Vice President and General Counsel

One Concho Center
600 West Illinois Avenue

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 Securities Exchange Act of 1934 (the “Exchange Act”):


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company.)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered(1)(3)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, $0.001 par value...................	3,000,000	$118.55	$355,650,000	$41,327

(1) 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. 2015 Stock Incentive Plan (the “Plan”) is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or any other similar transaction.

(2) 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 $118.55, 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, 2015.

(3) This registration statement registers an additional 3,000,000 shares issuable under the Plan (as defined herein). We previously registered 5,617,784 shares issuable under the Plan under a Registration Statement on Form S-8 (File No. 333-145791) and an additional 1,650,000 shares issuable under the Plan under a Registration Statement on Form S-8 (File No. 333-182046).

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. 2015 Stock Incentive Plan (the “Plan”) as a result of the adoption of an amendment and restatement of the Concho Resources Inc. 2006 Stock Incentive Plan, which increased the amount of common stock available under the Plan by 3,000,000 shares. Except as otherwise set forth below, the contents of the registration statements on Form S-8 (File No. 333-182046 and File No. 333-145791) relating to the Plan, which were filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2012 and August 30, 2007, respectively, are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.

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) under 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 registration statements on Form S-8 bearing Registration Nos. 333-182046 and 333-145791 are currently effective. Therefore, pursuant to General Instruction E of Form S-8, the Registrant elects to incorporate by reference the contents of such registration statements 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 Commission, each of the following exhibits is filed herewith:


5.1*	Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered.

10.1	Concho Resources Inc. 2015 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 5, 2015).

23.1*	Consent of Grant Thornton LLP.

23.2*	Consent of Netherland, Sewell & Associates, Inc.

23.3*	Consent of Cawley, Gillespie & Associates, Inc.

23.4*	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

24.1*	Power of Attorney (included on the signature page of this Registration Statement).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 5, 2015.

CONCHO RESOURCES INC.

(Registrant)

By: /s/ Timothy A. Leach

Timothy A. Leach

Director, Chairman of the Board of Directors, Chief Executive Officer and President

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 Commission, 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.


Name	Title	Date

/s/ Timothy A. Leach Timothy A. Leach	Director, Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)	June 5, 2015

/s/ Darin G. Holderness Darin G. Holderness	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	June 5, 2015

/s/ Brenda R. Schroer Brenda R. Schroer	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 5, 2015

/s/ Steven L. Beal Steven L. Beal	Director	June 5, 2015

/s/ Tucker S. Bridwell Tucker S. Bridwell	Director	June 5, 2015

/s/ William H. Easter III William H. Easter III	Director	June 5, 2015

/s/ Gary A. Merriman Gary A. Merriman	Director	June 5, 2015

/s/ Ray M. Poage Ray M. Poage	Director	June 5, 2015

/s/ Mark B. Puckett Mark B. Puckett	Director	June 5, 2015

/s/ John P. Surma John P. Surma	Director	June 5, 2015

EXHIBIT INDEX


Exhibit No.	Exhibit Title

5.1*	Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered.

10.1	Concho Resources Inc. 2015 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 5, 2015).

23.1*	Consent of Grant Thornton LLP.

23.2*	Consent of Netherland, Sewell & Associates, Inc.

23.3*	Consent of Cawley, Gillespie & Associates, Inc.

23.4*	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

24.1*	Power of Attorney (included on the signature page of this Registration Statement).

* Filed herewith.

Exhibit 5.1

June 5, 2015

Concho Resources Inc.

One Concho Center

600 West Illinois Avenue

Midland, Texas 79701

RE: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Concho Resources Inc., a Delaware corporation (the “ Company ”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “ Securities Act ”), of the offer and sale by the Company of an aggregate of up to 3,000,000 shares of the Company’s common stock (the “ Common Shares ”) under the Concho Resources Inc. 2015 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 5, 2015 , which Common Shares may be issued from time to time in accordance with the terms of the Stock Incentive Plan.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of the Company, (ii) certain resolutions adopted by the Board of Directors of the Company, (iii) the Registration Statement, (iv) the Stock Incentive Plan and (v) such other certificates, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.

As to any facts material to the opinions contained herein, we have made no independent investigation 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.

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; (v) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity; and (vi) all Common Shares will be issued in accordance with the terms of the Stock Incentive Plan.

Based on the foregoing and subject to the limitations set forth herein, we are of the opinion that the Common Shares have been duly authorized and, when the Common Shares are issued by the Company in accordance with the terms of the Stock Incentive Plan under which the Common Shares are issued and the instruments executed pursuant to such Stock Incentive Plan, which govern the awards to which the Common Shares relate, will be validly issued, fully paid and non-assessable.

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow

New York Palo Alto Riyadh San Francisco Shanghai Tokyo Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

June 5, 2015 Page 2

The foregoing opinions are limited in all respects to the Delaware General Corporation Law and the federal laws of the United States of America as in effect on the date hereof, and we undertake no duty to update or supplement the foregoing opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective, 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 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 filing of this letter 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 of the Commission issued thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 26, 2015 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 10-K for the year ended December 31, 2014 of Concho Resources Inc., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

June 5, 2015

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As oil and gas consultants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reserves report for Concho Resources Inc. (the "Company") dated January 20, 2015, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

NETHERLAND, SEWELL & ASSOCIATES, INC.

By: /s/ C.H. (Scott) Rees III

C.H. (Scott) Rees III, P.E.

Chairman and Chief Executive Officer

Dallas, Texas

June 5, 2015

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

Exhibit 23.3

SCAN

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report relating to the proved oil and gas reserves of Concho Resources Inc., dated January 15, 2015, which appears in Concho Resources Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014.

CAWLEY, GILLESPIE & ASSOCIATES, INC.

JZM1 B&W

J. Zane Meekins, P.E.

Executive Vice President

Fort Worth, Texas

June 5, 2015