SEC Form S-8 POS filed by Diversified Energy Company

As filed with the Securities and Exchange Commission on November 25, 2025

Registration No. 333-276139

Registration No. 333-287374

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

POST-EFFECTIVE AMENDMENT TO:

REGISTRATION STATEMENT ON FORM S-8 NO. 333-276139

REGISTRATION STATEMENT ON FORM S-8 NO. 333-287374

 

UNDER THE SECURITIES ACT OF 1933

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DIVERSIFIED ENERGY COMPANY

(Exact name of registrant as specified in its charter)

1600 Corporate Drive

Birmingham, Alabama 35242

Tel: +1 205 408 0909

(Address of Principal Executive Offices, Zip Code)

Diversified Gas & Oil PLC Amended and Restated 2017 Equity Incentive Plan

Diversified Energy Company PLC Employee Stock Purchase Plan

(Full title of the plan)

Benjamin Sullivan

Diversified Energy Company

1600 Corporate Drive

Birmingham, Alabama 35242

Tel: +1 205 408 0909

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

Gina Hancock

Gibson, Dunn & Crutcher LLP

2001 Ross Ave Suite 2100

Dallas, TX 75201

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.  ☐

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EXPLANATORY NOTE

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), by Diversified Energy Company, a Delaware corporation (the “Registrant”), as successor issuer to Diversified Energy Company PLC, a public limited company organized under the laws of England and Wales (“DEC plc”). On November 21, 2025, DEC plc completed a court-sanctioned scheme of arrangement (the “Scheme”), as part of DEC plc’s redomiciliation to the United States (the “Redomiciliation”). Pursuant to the Redomiciliation, among other things, all ordinary shares, nominal (par) value £0.20 per share, of DEC plc were exchanged on a one-for-one basis for newly issued shares of common stock, $0.01 par value per share, of DEC plc (the “Common Stock”). As a result of the Redomiciliation, DEC plc is now a wholly-owned subsidiary of the Registrant, and the Registrant is the successor issuer to DEC plc.

 

In connection with the Redomiciliation, the Registrant assumed (i) DEC plc’s existing obligations in connection with awards granted under the Diversified Gas & Oil plc 2017 Equity Incentive Plan (as amended, the “2017 Plan”) and amended such awards to provide for the issuance of shares of Common Stock rather than the ordinary shares of DEC plc upon the exercise or settlement of awards and (ii) the Diversified Energy Company PLC Employee Stock Purchase Plan (as amended, the “ESPP”) and outstanding rights thereunder and amended and restated the ESPP to provide for the issuance of shares of Common Stock rather than the ordinary shares of DEC plc.

 

This Post-Effective Amendment pertains to the adoption by the Registrant of the following registration statements on Form S-8 (collectively, the “Registration Statements”): (i) Registration No. 333-287374, and (ii) Registration No. 333-276139. The Registrant hereby expressly adopts each Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Post-Effective Amendment constitutes Post-Effective Amendment No. 1 to each of the Registration Statements.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Certain Documents by Reference.

 

The following documents, which have previously been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and pursuant to the Exchange Act, are incorporated by reference herein and shall be deemed to be a part hereof:

 

 

 

 

 

 

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.  Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

 

Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Not applicable.

 

 

Not applicable.

 

 

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

 

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

 

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators.  Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action or in the right of the corporation.

 

The Registrant has adopted provisions in its Amended and Restated Certificate of Incorporation (the “Certificate”) which provide that a director or officer of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

 

The Registrant’s Amended and Restated Bylaws (the “Bylaws”) require that each person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Registrant or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Registrant, including when such director or officer is or was serving at the request of the Registrant as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, will be indemnified and held harmless by the Registrant to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Registrant to provide broader indemnification rights than said law permitted the Registrant to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement by or on behalf of such person) actually and reasonably incurred or suffered by such person in connection therewith and such indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of his or her heirs, executors and administrators; provided, however, that except for claims by such persons for non-payment of entitled indemnification claims against the Registrant, the Registrant will indemnify such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized or ratified by the Registrant’s Board of Directors or the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate. The Bylaws specify that all of the rights to indemnification, advancement of expenses and otherwise conferred by the Bylaws are contract rights, set forth certain procedural and evidentiary standards applicable to the enforcement of a claim under the Bylaws, entitle the persons to be indemnified to be reimbursed for the expenses of prosecuting any such claim against the Registrant and entitle them to have all expenses incurred in advance of the final disposition of a proceeding paid by the Registrant. Such provisions are not exclusive of any other rights that any indemnified person may have or later acquire under the Certificate, the Bylaws, any law or otherwise.

 

Under the 2017 Plan, members of the committee administering the 2017 Plan are indemnified by the Registrant against the reasonable expenses, including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the committee may be party by reason of any action taken or failure to act under or in connection with the 2017 Plan or any award granted under the 2017 Plan, and against all amounts paid by the committee in settlement thereof or in satisfaction of a judgment in any such action, suit or proceeding.

Under the ESPP, the administrator of the ESPP is fully indemnified by the registrar with respect to any action, determination, or interpretation of the ESPP.

 

 

Not applicable.

 

 

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*Filed herewith.

 

 

(a)          The undersigned Registrant hereby undertakes:

 

 

 

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

 

 

 

 

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 Birmingham, Alabama, on this November 24, 2025.

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Russell (“Rusty”) Hutson, Jr., Bradley G. Gray, and Benjamin Sullivan and each of them, the individual’s true and lawful attorney-in-fact and agent, 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 any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange 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 or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the date set forth below.

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