As filed with the Securities and Exchange Commission on February 25, 2013
Registration No. 333–174753
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEXEN INC.
(Exact name of Registrant as specified in its charter)
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Canada
(Province or other jurisdiction of
incorporation or organization)
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1311
(Primary Standard Industrial
Classification Code Number)
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98-6000202
(I.R.S. Employer Identification No.,
if applicable)
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801-7th Avenue S.W.
Calgary, Alberta,
Canada, T2P 3P7
(403) 699-4000
(Address and telephone number of Registrant’s principal executive offices)
Nexen Petroleum U.S.A. Inc.
945 Bunker Hill Road, Suite 1400
Houston, Texas, 77024
(832) 714-5000
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies to:
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Alan O’Brien
Nexen Inc.
801 — 7th Avenue S.W.
Calgary, Albert, Canada T2P 3P7
(403) 699-4000
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Jeff Bakker
Blake, Cassels & Graydon LLP
3500, 855 — 2nd Street S.W.
Calgary, Alberta, Canada T2P 4J8
(403) 260-9682
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Andrew J. Foley
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000
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Approximate date of commencement of proposed sale to the public:
Not applicable.
Province of Alberta, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box below):
A.
x
upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.
¨
at some future date (check the appropriate box below):
1.
¨
pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
2.
¨
pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
3.
¨
pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4.
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after the filing of the next amendment to this Form (if preliminary material is being filed).
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.
¨
DEREGISTRATION OF SECURITIES
The Registrant filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-10 (Registration No. 333—174753) (as amended, the “Registration Statement”), for the sale of securities including common shares, preferred shares, debt securities, subscription receipts, warrants and units (collectively the “Securities”).
This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all of the Securities formerly issuable and registered under the Registration Statement and not otherwise sold by the Registrant as of the date that this Post-Effective Amendment No. 1 is filed.
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