As Filed with the Securities and Exchange Commission on June 5, 2015

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Concho Resources Inc.

(Exact name of registrant as specified in its charter)

 

One Concho Center
600 West Illinois Avenue

Midland, Texas 79701

(Address of principal executive offices, including zip code)

Concho Resources Inc. 2015 Stock Incentive Plan

(Full title of the plan)

Travis L. Counts

Vice President and General Counsel

One Concho Center
600 West Illinois Avenue

Midland, Texas 79701

(Name and address of agent for service)

(432) 683-7443

(Telephone number, including area code, of agent for service)

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 Securities Exchange Act of 1934 (the “Exchange Act”):

 

CALCULATION OF REGISTRATION FEE

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), the number of shares of common stock registered hereby pursuant to the Concho Resources Inc. 2015 Stock Incentive Plan (the “Plan”) is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or any other similar transaction.

(2)   Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The maximum offering price per share and the maximum aggregate offering price are based on $118.55, which was the average of the high and low sales prices of the registrant’s common shares on the New York Stock Exchange on June 4, 2015.

(3)   This registration statement registers an additional 3,000,000 shares issuable under the Plan (as defined herein).  We previously registered 5,617,784 shares issuable under the Plan under a Registration Statement on Form S-8 (File No. 333-145791) and an additional 1,650,000 shares issuable under the Plan under a Registration Statement on Form S-8 (File No. 333-182046).

EXPLANATORY NOTE

 

Concho Resources Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of additional common stock that may be issued under the Concho Resources Inc. 2015 Stock Incentive Plan (the “Plan”) as a result of the adoption of an amendment and restatement of the Concho Resources Inc. 2006 Stock Incentive Plan, which increased the amount of common stock available under the Plan by 3,000,000 shares. Except as otherwise set forth below, the contents of the registration statements on Form S-8 (File No. 333-182046 and File No. 333-145791) relating to the Plan, which were filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2012 and August 30, 2007, respectively, are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to the Plan’s participants as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The Registrant is registering additional securities under the Plan covered hereby for which registration statements on Form S-8 bearing Registration Nos. 333-182046 and 333-145791 are currently effective. Therefore, pursuant to General Instruction E of Form S-8, the Registrant elects to incorporate by reference the contents of such registration statements which constitute information required in this Registration Statement.

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

 

 

*              Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Concho Resources Inc. 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 Midland, in the State of Texas on June 5, 2015.

                                                                               

CONCHO RESOURCES INC.

(Registrant)

                                                                                                                                                                                 

By: /s/ Timothy A. Leach                                                 

Timothy A. Leach

Director, Chairman of the Board of Directors, Chief Executive Officer and President

Each person whose signature appears below appoints Timothy A. Leach and Darin G. Holderness, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, and Rule 478 thereunder, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

EXHIBIT INDEX

 

*         Filed herewith.