Document


As filed with the Securities and Exchange Commission on April 26, 2018
Registration No. 333-__________
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________________

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
47-0684736
(State or other jurisdiction
 of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
1111 Bagby, Sky Lobby 2
Houston, Texas
(Address of Principal Executive Offices)
 
77002
(Zip Code)

EOG RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective January 1, 2018)
(Full title of the plan)
___________________________________

Michael P. Donaldson
Executive Vice President, General Counsel and Corporate Secretary
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
(Name and address of agent for service)

713-651-7000
(Telephone number, including area code, of agent for service)

With Copy to:
John Goodgame
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
(713) 220-5800

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 ý Accelerated filer o
Non-accelerated filer o Smaller reporting company o Emerging growth company o

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 standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
Calculation of Registration Fee
Title of securities to be registered
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
Amount of registration fee
Common Stock, par value $0.01 per share
2,500,000 shares
$113.60
$284,000,000.00
$35,358.00
(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement on Form S-8 shall be deemed to cover any additional shares of Common Stock that become issuable under the EOG Resources, Inc. Employee Stock Purchase Plan (As Amended and Restated Effective January 1, 2018) by reason of any stock split, stock dividend or other similar transaction.
(2)
Pursuant to Rule 457(c) and (h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on April 19, 2018.





____________________

This Registration Statement is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of Common Stock for issuance under the EOG Resources, Inc. Employee Stock Purchase Plan (As Amended and Restated Effective January 1, 2018). The contents of the Registrant's Form S-8 Registration Statements (Nos. 333-62256 and 333-166518) relating to the same employee benefit plan (i.e., the EOG Resources, Inc. Employee Stock Purchase Plan (as amended) prior to the amendment and restatement thereof) are incorporated by reference in this Registration Statement, except to the extent modified hereby.

The following information and exhibits are filed as part of this Registration Statement, in accordance with General Instruction E to Form S-8:
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference in this Registration Statement; provided, however, that no information furnished under either Item 2.02 or Item 7.01 (or any exhibits related thereto under Item 9.01) of any Current Report on Form 8-K is incorporated by reference in this Registration Statement:

1.The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 27, 2018; and

2.The description of the Registrant’s Common Stock, par value $.01 per share, contained in the Registration Statement on Form 8-A of the Registrant filed with the Commission on August 29, 1989.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (as amended) subsequent to the date of the filing hereof and prior to the filing of a post‑effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then 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; provided, however, that no information furnished under either Item 2.02 or Item 7.01 (or any exhibits related thereto under Item 9.01) of any Current Report on Form 8-K shall be deemed to be incorporated by reference in this Registration Statement or to be a part hereof.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.
4.1(a)
 
 
4.1(b)
 
 
4.1(c)
 
 
4.1(d)
 
 
4.1(e)
 
 
4.1(f)
 
 

S-1



4.1(g)
 
 
4.1(h)
 
 
4.1(i)
 
 
4.1(j)
 
 
4.1(k)
 
 
4.1(l)
 
 
4.1(m)
 
 
4.1(n)
 
 
4.2
 
 
4.3
 
 
4.4(a)*
 
 
4.4(b)
 
 
4.4(c)
 
 
5.1*
 
 
23.1*
 
 
23.2*
 
 
23.3*
 
 
24.1*

*Exhibits filed herewith

S-2



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, State of Texas, on April 26, 2018.

EOG RESOURCES, INC.
(Registrant)
 
/s/ TIMOTHY K. DRIGGERS
Timothy K. Driggers
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
 
 
 
 
 
/s/ WILLIAM R. THOMAS
Chairman of the Board, Chief Executive Officer (Principal Executive
April 26, 2018
 
(William R. Thomas)
Officer) and Director
 
 
 
 
 
 
/s/ TIMOTHY K. DRIGGERS
Executive Vice President and Chief Financial Officer
April 26, 2018
 
(Timothy K. Driggers)
(Principal Financial Officer)
 
 
 
 
 
 
/s/ ANN D. JANSSEN
Senior Vice President and Chief Accounting Officer
April 26, 2018
 
(Ann D. Janssen)
(Principal Accounting Officer)
 
 
 
 
 
 
*
Director
April 26, 2018
 
(Janet F. Clark)
 
 
 
 
 
 
 
*
Director
April 26, 2018
 
(Charles R. Crisp)
 
 
 
 
 
 
 
*
Director
April 26, 2018
 
(Robert P. Daniels)
 
 
 
 
 
 
 
*
Director
April 26, 2018
 
(James C. Day)
 
 
 
 
 
 
 
*
Director
April 26, 2018
 
(C. Christopher Gaut)
 
 
 
 
 
 
 
*
Director
April 26, 2018
 
(Donald F. Textor)
 
 
 
 
 
 
 
*
Director
April 26, 2018
 
(Frank G. Wisner)
 
 
 
 
 
 
 
 
 
 
*By:
/s/ MICHAEL P. DONALDSON
Attorney-in-Fact
April 26, 2018
 
(Michael P. Donaldson)
 
 
 
(Attorney-in-fact for persons indicated)
 
 



S-3