-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+82Rla0leSeal1ZGgDFw5YQ2nlrOALVI3JNMX/eYoC1mbhEZ6QIPkPPSwsijraG n758bNOHK0tFFrmC2nkWfw== 0001038357-06-000099.txt : 20060810 0001038357-06-000099.hdr.sgml : 20060810 20060810160739 ACCESSION NUMBER: 0001038357-06-000099 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-35087 REFERENCES 429: 333-88438 FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 EFFECTIVENESS DATE: 20060810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001038357 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752702753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-136490 FILM NUMBER: 061021506 BUSINESS ADDRESS: STREET 1: 200 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724449001 MAIL ADDRESS: STREET 1: 200 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 S-8 1 s8_2006ltpa.txt PIONEER AM LONG-TERM INC. PLAN 8/10/2006 As filed with the Securities and Exchange Commission on August 10, 2006 Registration No. 333-_____ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- PIONEER NATURAL RESOURCES COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware 75-2702753 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5205 North O'Connor Boulevard Suite 200 Irving, Texas 75039 (Address of Principal Executive Offices, Including Zip Code) -------------------- PIONEER NATURAL RESOURCES COMPANY LONG-TERM INCENTIVE PLAN (Full Title of the Plan) Mark S. Berg Pioneer Natural Resources Company 5205 North O'Connor Boulevard Suite 200 Irving, Texas 75039 (972) 444-9001 (Name, Address and Telephone Number of Agent For Service) copy to: Robert L. Kimball Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201-2975 (214) 220-7700
CALCULATION OF REGISTRATION FEE ========================================================================================================= Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered (1) price per share offering price registration fee - ------------------------------- ---------------- ------------------ ------------------- ----------------- Common stock, $0.01 par value per share.......... 200,000 shares $ 44.605 (2) $8,921,000.00 (2) $ 954.55 - ------------------------------- ---------------- ------------------ ------------------- ----------------- Rights to purchase shares of (3) (3) (3) (3) Series A Junior Participating Preferred Stock - ------------------------------- ---------------- ------------------ ------------------- ----------------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, there are also being registered such additional and indeterminate number of shares of common stock of Pioneer Natural Resources Company and associated rights to purchase shares of Series A Junior Participating Preferred Stock as may become issuable because of changes resulting from stock dividends, stock splits and similar changes and pursuant to the antidilution provisions of the Long Term Incentive Plan. (2) Estimated solely for purposes of calculating the registration fee and, in accordance with Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as amended. The price for 200,000 shares being registered hereby is based on a price of $44.605, the average of the high and low trading prices of the common stock of Pioneer Natural Resources Company on the New York Stock Exchange on August 7, 2006. (3) These rights are initially carried and traded with the common stock of Pioneer Natural Resources Company. Value attributable to such rights, if any, is reflected in the market price of the common stock.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement ("Registration Statement") is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of common stock, $0.01 par value per share, of Pioneer Natural Resources Company (the "Company" or "Registrant") that may be issued under the Company's Long-Term Incentive Plan (as amended, the "Plan"). The contents of the Company's registration statement on Form S-8 filed on September 8, 1997 (File Number 333-35087), as amended on May 16, 2002 (File Number 333-88438), relating to the Plan are hereby incorporated by reference to this Registration Statement. Exhibits. Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Securities and Exchange Commission (the "Commission"), each of the following exhibits is filed herewith: 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (No. 333-26951) filed with the Commission on June 26, 1997). 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K (No. 001-13245) filed with the Commission on February 17, 2006). 4.1 Pioneer Natural Resources Company Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-35087) filed with the Commission on September 8, 1997). 4.1.1 First Amendment to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of November 23, 1998 (incorporated by reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 001-13245) filed with the Commission on March 2, 2000). 4.1.2 Amendment No. 2 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of May 20, 1999 (incorporated by reference to Exhibit 10.73 to the Company's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 001-13245) filed with the Commission on March 2, 2000). 4.1.3 Amendment No. 3 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of February 17, 2000 (incorporated by reference to Exhibit 10.76 to the Company's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 001-13245) filed with the Commission on March 2, 2000). 4.1.4 Amendment No. 4 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of November 20, 2003 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 001-13245) filed with the Commission on May 6, 2005). 4.1.5 Amendment No. 5 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of May 12, 2004 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 001-13245) filed with the Commission on May 6, 2005). 4.1.6 Amendment No. 6 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of December 17, 2004 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 001-13245) filed with the Commission on May 6, 2005). II-1 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Netherland, Sewell & Associates, Inc. 23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration statement). 24.1 Power of Attorney (included on the signature pages of this registration statement). II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), 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 Irving, State of Texas, on August 10, 2006. PIONEER NATURAL RESOURCES COMPANY By: /s/ Scott D. Sheffield -------------------------------- Scott D. Sheffield Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark S. Berg and Richard P. Dealy, and each of them, 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 pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their 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 and on the date indicated. Signature Title Date --------- ----- ---- /s/ Scott D. Sheffield - -------------------------- Scott D. Sheffield Chairman of the Board and August 10, 2006 Chief Executive Officer (Principal Executive Officer) /s/ Richard P. Dealy - -------------------------- Richard P. Dealy Executive Vice President and August 10, 2006 Chief Financial Officer (Principal Financial Officer) /s/ Darin G. Holderness - -------------------------- Darin G. Holderness Vice President and August 10, 2006 Chief Accounting Officer (Principal Accounting Officer) /s/ James R. Baroffio - -------------------------- James R. Baroffio Director August 10, 2006 /s/ Edison C. Buchanan - -------------------------- Edison C. Buchanan Director August 9, 2006 II-3 /s/ R. Hartwell Gardner - -------------------------- R. Hartwell Gardner Director August 10, 2006 /s/ Linda K. Lawson - -------------------------- Linda K. Lawson Director August 10, 2006 /s/ Andrew D. Lundquist - -------------------------- Andrew D. Lundquist Director August 3, 2006 /s/ Charles E. Ramsey, Jr. - -------------------------- Charles E. Ramsey, Jr. Director August 10, 2006 /s/ Frank A. Risch - -------------------------- Frank A. Risch Director August 10, 2006 /s/ Mark S. Sexton - -------------------------- Mark S. Sexton Director August 10, 2006 /s/ Robert A. Solberg - -------------------------- Robert A. Solberg Director August 8, 2006 /s/ Jim A. Watson - -------------------------- Jim A. Watson Director August 2, 2006 II-4 INDEX TO EXHIBITS Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (No. 333-26951) filed with the Commission on June 26, 1997). 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K (No. 001-13245) filed with the Commission on February 17, 2006). 4.1 Pioneer Natural Resources Company Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-35087) filed with the Commission on September 8, 1997). 4.1.1 First Amendment to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of November 23, 1998 (incorporated by reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 1-13245) filed with the Commission on March 2, 2000). 4.1.2 Amendment No. 2 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of May 20, 1999 (incorporated by reference to Exhibit 10.73 to the Company's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 1-13245) filed with the Commission on March 2, 2000). 4.1.3 Amendment No. 3 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of February 17, 2000 (incorporated by reference to Exhibit 10.76 to the Company's Annual Report on Form 10-K for the period ended December 31, 1999 (File No. 1-13245) filed with the Commission on March 2, 2000). 4.1.4 Amendment No. 4 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of November 20, 2003 (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 001-13245) filed with the Commission on May 6, 2005). 4.1.5 Amendment No. 5 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of May 12, 2004 (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 001-13245) filed with the Commission on May 6, 2005). 4.1.6 Amendment No. 6 to Pioneer Natural Resources Company Long-Term Incentive Plan, effective as of December 17, 2004 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005 (File No. 001-13245) filed with the Commission on May 6, 2005). 5.1 Opinion of Vinson & Elkins L.L.P.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of Netherland, Sewell & Associates, Inc.* 23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration statement).* 24.1 Power of Attorney (included on the signature pages of this registration statement).* *filed herewith. EX-23 2 s8_2006ltpax231.txt PIONEER AM LONG-TERM INC. PLAN 8/10/2006 EXH 23.1 EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Pioneer Natural Resources Company Long-Term Incentive Plan of our reports dated February 15, 2006, with respect to the consolidated financial statements of Pioneer Natural Resources Company included in its Annual Report (Form 10-K) for the year ended December 31, 2005, Pioneer Natural Resources Company management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Pioneer Natural Resources Company, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Dallas, Texas August 9, 2006 EX-23 3 s8_2006ltpax232.txt PIONEER AM LONG-TERM INC. PLAN 8/10/2006 EXH 23.2 EXHIBIT 23.2 Consent of Independent Petroleum Engineers and Geologists We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of Pioneer Natural Resources Company (the "Company") of the reference of Netherland, Sewell & Associates, Inc. in the Annual Report on Form 10-K for the year ended December 31, 2005, of the Company and its subsidiaries, filed with the Securities and Exchange Commission. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Frederic D. Sewell -------------------------------------- Frederic D. Sewell Chairman and Chief Executive Officer Dallas, Texas August 9, 2006 EX-5 4 s8_2006ltpax51.txt PIONEER AM LONG-TERM INC. PLAN 8/10/2006 EXH. 5.1 EXHIBIT 5.1 VINSON & ELKINS L.L.P. 3700 TRAMMELL CROW CENTER 2001 ROSS AVENUE DALLAS, TEXAS 75201-2975 TELEPHONE (214) 220-7700 FAX (214) 220-7716 www.velaw.com August 9, 2006 Pioneer Natural Resources Company 5205 North O'Connor Boulevard Suite 200 Irving, Texas 75039 Ladies and Gentlemen: We have acted as counsel for Pioneer Natural Resources Company, a Delaware corporation (the "Company"), in connection with the Company's registration under the Securities Act of 1933, as amended (the "Act") of 200,000 shares of the Company's common stock, par value $0.01 per share and associated rights to purchase shares of Series A Junior Participating Preferred Stock (the "Shares"), pursuant to the Company's registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on August 10, 2006. 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 amended and 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, and (iv) certain resolutions adopted by the board of directors 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. In addition, we have assumed that (i) the Shares will be issued in accordance with the terms of the Pioneer Natural Resources Company Long-Term Incentive Plan, as amended (the "Plan"), (ii) the full consideration for each Share shall be paid to the Company and in no event will be less than the par value for each Share, and (iii) certificates evidencing the Shares will be properly executed and delivered by the Company in accordance with the Delaware General Corporation Law. Based on the foregoing, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares, when issued by the Company in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. This opinion is limited in all respects to the laws of the States of Texas and Delaware and the federal laws of the United States of America, and we do not express any opinion as to the laws of any other jurisdiction. This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Vinson & Elkins L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----