sipesppreg.htm


As filed with the Securities and Exchange Commission on May 21, 2009
 
                                                                                 Registration No. 333-         

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

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

HALLIBURTON COMPANY
(Exact Name of Registrant as Specified in Its Charter)

 
Delaware
 
75-2677995
(State or Other Jurisdiction
of Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)

 
5 Houston Center
 
1401 McKinney, Suite 2400
 
Houston, Texas 77010
(Address of Principal Executive Offices)  (Zip Code)

Halliburton Company Stock and Incentive Plan
Halliburton Company Employee Stock Purchase Plan
(Full Title of the Plan)

______________________

Albert O. Cornelison, Jr.
Executive Vice President and General Counsel
Halliburton Company
5 Houston Center
1401 McKinney, Suite 2400
Houston, Texas 77010
(Name and Address of Agent For Service)

(713) 759-2600
(Telephone Number, including area code, of agent for service)
______________________

Copies to:
Jonathan M. Ocker, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5595
______________________

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. (Check one):
             
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
     
(Do not check if a smaller reporting company)
 
         
______________________

(Calculation of Registration Fee on following page)
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Securities
To Be Registered
Amount To Be
Registered (1)
Proposed Maximum Offering Price
Per Unit (2)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Halliburton Company Stock and Incentive Plan, Common Stock, $2.50 par value per share
34,959,680
$21.50
$751,633,120
$41,941
Halliburton Company Employee Stock Purchase Plan, Common Stock, $2.50 par value per share
20,000,000
$21.50
$430,000,000
$23,994
Total
54,959,680
$21.50
 
$65,935
 
(1)
This Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s common stock.
 
(2)
Estimated in accordance with Rules 457(c) and (h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. Computation based upon the average of the high and low prices of the Registrant’s common stock as reported on the NYSE on May 19, 2009.

 

 
 

 

TABLE OF CONTENTS

 

 
PART II
 
Item 3.                 Incorporation of Documents by Reference II-1
 
Item 4.                 Description of Securities II-1
 
Item 5.                 Interests of Named Experts and Counsel II-1
 
Item 6.                 Indemnification of Directors and Officers II-1
 
Item 7.                 Exemption from Registration Claimed II-2
 
Item 8.                 Exhibits II-2
 
Item 9.                 Undertakings II-4
 
SIGNATURES                                                                                                                     
 
EXHIBIT INDEX
 
EXHIBIT 5.1
 
EXHIBIT 23.1
 
EXHIBIT 23.2
 
EXHIBIT 24
 
EXHIBIT 99.1
 
EXHIBIT 99.2
 
EXHIBIT 99.3
 
EXHIBIT 99.4
 
EXHIBIT 99.5
 
EXHIBIT 99.6
 
 


 
 

 

PART II

Information Required in the Registration Statement


Item 3.                      Incorporation of Documents by Reference.

Halliburton Company (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)  
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Commission on February 18, 2009 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b)  
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c)  
The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-B (No. 001-03492) filed with the Commission on December 12, 1996, including any other amendments or reports filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4.                      Description of Securities.
 
Not applicable.
 
Item 5.                      Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6.                      Indemnification of Directors and Officers.
 
Section 145 of the General Corporation Law of the State of Delaware or DGCL, provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees, and agents.  Indemnification is allowed in connection with threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, other than an action by or in right of the corporation, brought against them by reason of the fact that they were or are directors, officers, employees, or agents, for:

·  
expenses, judgments, and fines; and
·  
amounts paid in settlement actually and reasonably incurred in any action, suit, or proceeding.

The Tenth Article of the Registrant's restated certificate of incorporation together with Section 32 of its by-laws provide for indemnification of each person who is or was made a party to any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceeding because:

  (i)   the person is or was an officer or director of the Registrant; or
 
(ii)  is a person who is or was serving at the request of the Registrant as a director, officer, employee, or agent of another corporation or of a partnership, joint venture trust, or other enterprise, including service relating to employee benefit plans,

to the fullest extent permitted by the DGCL as it existed at the time the indemnification provisions of the Registrant's restated certificate of incorporation and the by-laws were adopted or as may be amended.  Section 32 of the Registrant's by-laws and the Tenth Article of its restated certificate of incorporation expressly provide that they are not the exclusive methods of indemnification.

Section 32 of the by-laws provides that the Registrant may maintain insurance, at its own expense, to protect itself and any director, officer, employee, or agent of the Registrant or of another entity against any expense, liability, or loss.  This insurance coverage may be maintained regardless of whether the Registrant would have the power to indemnify the person against the expense, liability, or loss under the DGCL.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  However, that provision shall not eliminate or limit the liability of a director:

    (i)   for any breach of the director's duty of loyalty to the corporation or its  stockholders;
 
(ii)  for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
 
(iii)  under Section 174 of the DGCL, relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock; or
    (iv)  for any transaction from which the director derived an improper personal benefit.

The Fifteenth Article of the Registrant's restated certificate of incorporation contains this type of provision.
 
Item 7.                      Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.                      Exhibits.
 
Exhibit
 
Incorporated by Reference                                           
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
4.1
Restated Certificate of Incorporation of Halliburton Company, as currently in effect.
8-K
001-3492
3.1
June 5, 2006
 
4.2
Revised By-laws of Halliburton Company, as currently in effect.
8-K
001-3492
3.1
December 5, 2008
 
5.1
Opinion and Consent of Orrick, Herrington & Sutcliffe LLP
       
X
23.1
Consent of Independent Registered Public Accounting Firm.
       
X
23.2
Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1).
       
X
24
Powers of Attorney for the following directors:
 
Alan M. Bennett
James R. Boyd
Milton Carroll
S. Malcolm Gillis
James T. Hackett
Robert A. Malone
J. Landis Martin
Jay A. Precourt
Debra L. Reed
 
       
X
99.1
Halliburton Company Stock and Incentive Plan
DEF 14-A
001-3492
Appendix B
April 6, 2009
 
 
99.2
 
99.3
 
99.4
 
 99.5
 
   99.6
Form of Nonstatutory Stock Option Agreement
 
Form of Restricted Stock Agreement
 
Form of Restricted Stock Unit Agreement
 
Form of Non-Employee Director Restricted Stock
Agreement
 
Halliburton Company Employee Stock Purchase Plan
 
 
 
 
 
 
 
 
 
DEF 14-A
 
 
 
 
 
 
 
 
 
001-3492
 
 
 
 
 
 
 
 
 
Appendix C
 
 
 
 
 
 
 
 
 
April 6, 2009
X
 
X
 
X
 
X
 
Item 9.                      Undertakings.
 
A.      The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement - notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in 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 this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 20, 2009.

Halliburton Company
 

By: /s/ Albert O. Cornelison, Jr.                                                                
Albert O. Cornelison, Jr.,
Executive Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 
Signature
Title
Date
/s/ David J. Lesar                                              
David J. Lesar
Chairman of the Board, President and Chief Executive Officer and Director
(Principal Executive Officer)
May 20, 2009
/s/ Mark A. McCollum                                              
Mark A. McCollum
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
May 20, 2009
/s/ Evelyn M. Angelle                                              
Evelyn M. Angelle
Vice President, Corporate Controller, and Principal Accounting Officer
May 20, 2009


II-

 
 

 


*                                              
Alan M. Bennett
Director
 
*                                              
James R. Boyd
Director
 
*                                              
Milton Carroll
Director
 
*                                              
S. Malcolm Gillis
Director
 
*                                              
James T. Hackett
Director
 
*                                              
Robert A. Malone
Director
 
*                                              
J. Landis Martin
Lead Director
 
*                                              
Jay A. Precourt
Director
 
*                                              
Debra L. Reed
By:   * /s/ Albert O. Cornelison, Jr.
             Albert O. Cornelison, Jr.
                     Attorney-in-fact
 
Director
 
     



II-

 
 

EXHIBIT INDEX
 
Exhibit
 
Incorporated by Reference                                                 
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
4.1
Restated Certificate of Incorporation of Halliburton Company., as currently in effect.
8-K
001-3492
3.1
June 5, 2006
 
4.2
Revised By-laws of Halliburton Company, as currently in effect.
8-K
001-3492
3.1
December 5, 2008
 
5.1
Opinion and Consent of Orrick, Herrington & Sutcliffe LLP
       
X
23.1
Consent of Independent Registered Public Accounting Firm.
       
X
23.2
Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1).
       
X
24
Powers of Attorney for the following directors:
 
Alan M. Bennett
James R. Boyd
Milton Carroll
S. Malcolm Gillis
James T. Hackett
Robert A. Malone
J. Landis Martin
Jay A. Precourt
Debra L. Reed
 
       
X
99.1
Halliburton Company Stock and Incentive Plan
DEF 14A
001-3492
Appendix B
April 6, 2009
 
99.2
 
99.3
 
99.4
 
99.5
 
 
99.6
Form of Nonstatutory Stock Option Agreement
 
Form of Restricted Stock Agreement
 
Form of Restricted Stock Unit Agreement
 
Form of Non-Employee Director Restricted Stock
Agreement
 
Halliburton Company Employee Stock Purchase Plan
 
 
 
 
 
 
 
 
 
DEF 14A
 
 
 
 
 
 
 
 
 
001-3492
 
 
 
 
 
 
 
 
 
Appendix C
 
 
 
 
 
 
 
 
 
April 6, 2009
X
 
X
 
X
 
X