Securities Registration: Employee Benefit Plan (s-8)
June 02 2017 - 12:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 2, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ECLIPSE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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46-4812998
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania
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16803
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(Address of Principal Executive Offices)
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(Zip Code)
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Eclipse Resources Corporation 2014 Long-Term Incentive Plan, as amended by the First Amendment
(Full title of the plan)
Christopher K.
Hulburt
Executive Vice President, Secretary and General Counsel
Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
(Name and address of agent for service)
(814) 308-9754
(Telephone number, including area code, of agent for service)
Copies to:
Glen
J. Hettinger
Bryn A. Sappington
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
(214) 855-8000
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 Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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. ☒
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price per
share(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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9,000,000 shares
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$2.215
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$19,935,000
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$2,310.47
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(1)
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Represents shares of common stock being registered for issuance under the Eclipse Resources Corporation 2014 Long-Term Incentive Plan, as amended by the First Amendment. Pursuant to Rule 416(a) under the Securities Act
of 1933, as amended (the Securities Act), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for
adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar events.
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(2)
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Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices per share of Eclipse
Resources Corporations common stock, as reported by the New York Stock Exchange on May 31, 2017.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is being filed by Eclipse Resources Corporation (the
Company) to register an additional 9,000,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock), that may be issued under the Eclipse Resources Corporation 2014 Long-Term Incentive Plan,
as amended by the First Amendment (the Plan). These shares are in addition to the 16,000,000 shares of Common Stock that may be issued under the Plan pursuant to the Companys Registration Statement on Form S-8 (File
No. 333-197207) (the Prior Registration Statement) filed with the Securities and Exchange Commission (the Commission) on July 2, 2014. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933,
as amended (the Securities Act), the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents previously filed by
the Company with the Commission are incorporated in this Registration Statement by reference:
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1.
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the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 3, 2017;
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2.
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the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the Commission on May 9, 2017;
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3.
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the Companys Current Reports on Form 8-K, filed with the Commission on January 3, 2017, March 2, 2017 and May 18, 2017 (except, in each case, any information, including exhibits, furnished to
the Commission pursuant Items 2.02 and 7.01); and
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4.
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the description of the Common Stock contained in the Companys Registration Statement on Form 8-A (File No. 001-36511), filed with the Commission on June 19, 2014, including any amendment or report filed
for the purpose of updating such description.
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Any future filings the Company makes with the Commission under Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), following the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, other than information,
including exhibits, furnished to the Commission pursuant to Items 2.02 or 7.01 of Form 8-K and which is not deemed filed under the Exchange Act and is not incorporated in this Registration Statement.
The exhibits to the Registration Statement are listed in the Exhibit Index to
this Registration Statement and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 State College, Commonwealth
of Pennsylvania, on June 2, 2017.
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ECLIPSE RESOURCES CORPORATION
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By:
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/s/ Benjamin W. Hulburt
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Name:
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Benjamin W. Hulburt
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Title:
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Chairman, President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Eclipse Resources Corporation hereby constitutes and
appoints Benjamin W. Hulburt and Christopher K. Hulburt, and each of them individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file any or all amendments (including, without limitation, post-effective amendments) to this registration statement and any and all registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, with any and all exhibits thereto, and all other documents required to be filed therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto each such attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do, if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, 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 and on the date indicated.
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/s/ Benjamin W. Hulburt
Benjamin W. Hulburt
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Chairman, President and Chief Executive Officer, (Principal Executive Officer)
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June 2, 2017
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/s/ Matthew R. DeNezza
Matthew R. DeNezza
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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June 2, 2017
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/s/ Roy S. Steward
Roy S. Steward
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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June 2, 2017
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/s/ Christopher K. Hulburt
Christopher K. Hulburt
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Director, Executive Vice President, Secretary and General Counsel
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June 2, 2017
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/s/ D. Martin Phillips
D. Martin Phillips
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Director
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June 2, 2017
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/s/ Robert L. Zorich
Robert L. Zorich
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Director
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June 2, 2017
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/s/ Douglas E. Swanson, Jr.
Douglas E. Swanson, Jr.
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Director
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June 2, 2017
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/s/ Mark E. Burroughs, Jr.
Mark E. Burroughs, Jr.
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Director
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June 2, 2017
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/s/ Randall M. Albert
Randall M. Albert
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Director
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June 2, 2017
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/s/ Richard D. Paterson
Richard D. Paterson
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Director
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June 2, 2017
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/s/ Joseph C. Winkler, III
Joseph C. Winkler, III
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Director
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June 2, 2017
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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4.1
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Amended and Restated Certificate of Incorporation of Eclipse Resources Corporation (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed with the Commission on June 24, 2014)
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4.2
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Amended and Restated Bylaws of Eclipse Resources Corporation (incorporated by reference to Exhibit 3.2 of the Companys Current Report on Form 8-K filed with the Commission on June 24, 2014)
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4.3
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Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Companys Form S-1/A filed with the SEC on June 2, 2014)
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4.4
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Stockholders Agreement, dated June 25, 2014, by and among Eclipse Resources Corporation, Eclipse Resources Holdings, L.P., CKH Partners II, L.P., The Hulburt Family II Limited Partnership, Kirkwood Capital, L.P, EnCap Energy
Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P., EnCap Energy Capital Fund IX, L.P. and Eclipse Management, L.P. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Commission on June 30, 2014)
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4.5
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Amended and Restated Registration Rights Agreement, dated January 28, 2015, by and among Eclipse Resources Corporation, Eclipse Resources Holdings, L.P., CKH Partners II, L.P., The Hulburt Family II Limited Partnership,
Kirkwood Capital, L.P, EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P., EnCap Energy Capital Fund IX, L.P., Eclipse Management, L.P., Buckeye Investors L.P., GSO Capital Opportunities Fund II (Luxembourg)
S.à.r.l., Fir Tree Value Master Fund, L.P., Luxor Capital Partners, LP and Luxor Capital Partners Offshore Master Fund, LP (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission
on January 29, 2015)
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4.6
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Eclipse Resources Corporation 2014 Long-Term Incentive Plan, as amended by the First Amendment (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on May 18, 2017)
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5.1*
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Opinion of Norton Rose Fulbright US LLP
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23.1*
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Consent of Norton Rose Fulbright US LLP (included as part of Exhibit 5.1).
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23.2*
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Consent of Grant Thornton LLP
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23.3*
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Consent of Netherland, Sewell & Associates, Inc.
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24.1*
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Power of Attorney (included on signature pages).
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