As filed with the Securities and Exchange Commission on August 7, 2023
Registration Statement No. 333-167945
Registration Statement No. 333-189685
Registration Statement No. 333-225596
Registration Statement No. 333-239433
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-167945
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-189685
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-225596
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-239433
UNDER THE SECURITIES ACT OF 1933
PDC ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other incorporation or |
95-2636730 (I.R.S. Employer |
1099 18th Street, Suite 1500
Denver, Colorado 80202
(303) 860-5800
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2010 Long-Term Equity Compensation Plan of PDC Energy, Inc.
PDC Energy, Inc. 2018 Equity Incentive Plan
(Full Title of Plan)
Mary A. Francis
Corporate Secretary and Chief Governance Officer
c/o Chevron Corporation
6001 Bollinger Canyon Road, Building A
San Ramon, California 94583
(925) 842-1000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Scott A. Barshay
Kyle T. Seifried
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
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.
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
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. ¨
EXPLANATORY NOTE
PDC Energy, Inc., a Delaware corporation (the “Registrant”), is filing with the Securities and Exchange Commission (the “SEC”) these post-effective amendments (these “Post-Effective Amendments”) to deregister any and all shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”) that remain unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions taken in the interim):
1. | Registration Statement No. 033-167945, filed with the SEC on July 1, 2010, registering 1,400,000 shares of Common Stock issuable pursuant to the 2010 Long-Term Equity Compensation Plan, as amended and restated (the “2010 Plan”), as amended by a post-effective amendment filed on June 8, 2015; |
2. | Registration Statement No. 333-189685, filed with the SEC on June 28, 2013, registering 1,600,000 shares of Common Stock issuable pursuant to the 2010 Plan, as amended by a post-effective amendment filed on June 8, 2015; |
3. | Registration Statement No. 333-225596, filed with the SEC on June 13, 2018, registering 1,800,000 shares of Common Stock issuable pursuant to the PDC Energy, Inc. 2018 Equity Incentive Plan (the “2018 Plan”); and |
4. | Registration Statement No. 333-239433, filed with the SEC on June 25, 2020, registering 5,250,000 shares of Common Stock issuable pursuant to the 2018 Plan. |
On August 7, 2023, pursuant to the Agreement and Plan of Merger, dated as of May 21, 2023 (the “Merger Agreement”), by and among Chevron Corporation (“Chevron”), Bronco Merger Sub Inc. (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a direct, wholly-owned subsidiary of Chevron. These Post-Effective Amendments are being filed as a result of the Merger.
The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all shares of Common Stock registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering.
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on August 7, 2023. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
PDC ENERGY, INC. | ||
By: | /s/ Kari H. Endries | |
Name: | Kari H. Endries | |
Title: | Vice President and Assistant Secretary |