As filed with
the Securities and Exchange Commission on October 3, 2008
Registration No. 333-137341
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EOG Resources, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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47-0684736 |
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(I.R.S. Employer Identification |
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1111 Bagby, Sky Lobby 2
Houston, Texas 77002
(713) 651-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Frederick J. Plaeger, II
Senior Vice President and General Counsel
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
Telephone: (713) 651-7000
Facsimile: (713) 651-6987
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Arthur H. Rogers
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010
Telephone: (713) 651-5421
Facsimile: (713) 651-5246
Approximate Date of Commencement of Proposed Sale to the Public: Not applicable. Termination
of registration statement and deregistration of related securities that were not sold pursuant to
the registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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TABLE OF CONTENTS
Termination of Registration Statement and Deregistration of Securities
On September 15, 2006, EOG Resources, Inc., a Delaware corporation (EOG), filed an automatic
shelf registration statement on Form S-3, Registration No. 333-137341 (Existing Registration
Statement), with the Securities and Exchange Commission (Commission), which was deemed effective
upon filing. The Existing Registration Statement registered the offer and sale by EOG and/or
certain selling stockholders of debt securities, preferred stock and common stock of EOG with an
aggregate initial offering price not to exceed $688,237,500 (Registered Securities).
On September 10, 2007, EOG sold $600,000,000 aggregate principal amount of its 5.875% Senior
Notes due 2017 pursuant to the Existing Registration Statement and a prospectus supplement filed
with the Commission on September 7, 2007. EOG has decided to terminate the offering with respect
to the remaining $88,237,500 of the Registered Securities that are registered under the Existing
Registration Statement. Pursuant to the undertaking contained in the Existing Registration
Statement, EOG files this post-effective amendment to the Existing Registration Statement to remove
from registration any remaining unsold amounts of the Registered Securities.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits
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Description |
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*24.2
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Power of Attorney of James C. Day |
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-3 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 1, 2008.
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EOG RESOURCES, INC. |
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By:
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/s/ TIMOTHY K. DRIGGERS |
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Timothy K. Driggers |
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Vice President and Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities
indicated on October 1, 2008.
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| Signature |
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Title |
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/s/ MARK G. PAPA
(Mark G. Papa)
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Chairman of the Board, Chief Executive Officer
(Principal Executive Officer) and Director |
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/s/ TIMOTHY K. DRIGGERS
(Timothy K. Driggers)
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Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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Director |
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Director |
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Director |
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Director |
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Director |
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II-4