e10v12b
As filed with the Securities
and Exchange Commission on October 19,
2011
Registration
No. 001-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10
GENERAL FORM FOR
REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
WPX Energy, Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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45-1836028
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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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One Williams Center
Tulsa, Oklahoma
(Address of Principal
Executive Offices)
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74172-0172
(Zip Code)
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Registrant’s telephone number, including area code:
(918)
573-2000
Securities
to be registered pursuant to Section 12(b) of the
Act:
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Name of Each Exchange on Which
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Title of Each Class to be so Registered
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Each Class is to be Registered
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Common stock, par value $1.00 per share
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The New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of
the Act:
None
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, as amended. (Check one):
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| Large
accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer x
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE
SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF
FORM 10
The information required by the following Form 10
Registration Statement items is contained in the Information
Statement sections that we identify below, each of which we
incorporate in this report by reference:
The information required by this item is contained under the
sections “Summary,” “Risk Factors,”
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” “Business,”
“Arrangements Between Williams and Our Company” and
“Other Related Party Transactions” of the Information
Statement. Those sections are incorporated herein by reference.
The information required by this item is contained under the
section “Risk Factors” of the Information Statement.
That section is incorporated herein by reference.
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Item 2.
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Financial
Information
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The information required by this item is contained under the
sections “Summary,” “Selected Historical Combined
Financial Data,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,”
“Description of Capital Stock” and “Index to
Financial Statements, Supplementary Data and Schedule” of
the Information Statement. Those sections are incorporated
herein by reference.
The information required by this item is contained under the
section “Business—Significant Properties” of the
Information Statement. That section is incorporated herein by
reference.
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Item 4.
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Security
Ownership of Certain Beneficial Owners and
Management
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The information required by this item is contained under the
section “Security Ownership of Certain Beneficial Owners
and Management” of the Information Statement. That section
is incorporated herein by reference.
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Item 5.
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Directors
and Executive Officers
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The information required by this item is contained under the
section “Management” of the Information Statement.
That section is incorporated herein by reference.
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Item 6.
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Executive
Compensation
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The information required by this item is contained under the
section “Executive Compensation” of the Information
Statement. That section is incorporated herein by reference.
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Item 7.
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Certain
Relationships and Related Transactions, and Director
Independence
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The information required by this item is contained under the
sections “Management,” “Executive
Compensation,” “Arrangements Between Williams and Our
Company” and “Other Related Party Transactions”
of the Information Statement. Those sections are incorporated
herein by reference.
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Item 8.
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Legal
Proceedings
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The information required by this item is contained under the
section “Business—Legal Proceedings” of the
Information Statement. That section is incorporated herein by
reference.
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Item 9.
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Market
Price of and Dividends on the Registrant’s Common Equity
and Related Stockholder Matters
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The information required by this item is contained under the
sections “Risk Factors,” “The Spin-Off,”
“Dividend Policy,” “Executive Compensation”
and “Description of Capital Stock” of the Information
Statement. Those sections are incorporated herein by reference.
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Item 10.
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Recent
Sales of Unregistered Securities
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The information required by this item is contained under the
section “Description of Capital Stock—Recent Sale of
Unregistered Securities” of the Information Statement. That
section is incorporated herein by reference.
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Item 11.
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Description
of Registrant’s Securities to be Registered
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The information required by this item is contained under the
section “Description of Capital Stock” of the
Information Statement. That section is incorporated herein by
reference.
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Item 12.
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Indemnification
of Directors and Officers
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The information required by this item is contained under the
section “Description of Capital Stock—Limitations on
Liability and Indemnification of Officers and Directors” of
the Information Statement. That section is incorporated herein
by reference.
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Item 13.
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Financial
Statements and Supplementary Data
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The information required by this item is contained under the
sections “Selected Historical Combined Financial
Data,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,”
“Description of Capital Stock” and “Index to
Financial Statements, Supplementary Data and Schedule” of
the Information Statement. Those sections are incorporated
herein by reference.
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Item 14.
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Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
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None.
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Item 15.
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Financial
Statements and Exhibits
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The information required by this item is contained under the
section “Index to Financial Statements, Supplementary Data
and Schedule” beginning on
page F-1
of the Information Statement. That section is incorporated
herein by reference.
The following documents are filed as exhibits hereto:
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Exhibit No.
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Description
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2
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.1*
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Form of Separation and Distribution Agreement
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2
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.2
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Contribution Agreement, dated as of October 26, 2010, by and
among Williams Production RMT Company LLC, Williams Energy
Services, LLC, Williams Partners GP LLC, Williams Partners L.P.,
Williams Partners Operating LLC and Williams Field Services
Group, LLC (incorporated by reference to Exhibit 2.1 to WPX
Energy, Inc.’s registration statement on Form S-1/A
(File No. 333-173808) filed with the SEC on July 19,
2011)
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3
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.1*
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Form of Amended and Restated Certificate of Incorporation of WPX
Energy, Inc.
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3
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.2*
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Form of Amended and Restated Bylaws of WPX Energy, Inc.
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10
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.1*
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Form of Transition Services Agreement
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10
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.2*
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Form of Tax Sharing Agreement
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10
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.3*
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Form of Employee Matters Agreement
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10
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.4
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Credit Agreement, dated as of June 3, 2011, by and among WPX
Energy, Inc., the lenders named therein, and Citibank, N.A., as
Administrative Agent and Swingline Lender (incorporated by
reference to Exhibit 10.3 to The Williams Companies, Inc.’s
current report on Form 8-K (File No. 001-04174) filed
with the SEC on June 9, 2011)
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10
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.5#
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Amended and Restated Gas Gathering, Processing, Dehydrating and
Treating Agreement by and among Williams Field Services Company,
LLC, Williams Production RMT Company LLC, Williams Production
Ryan Gulch LLC and WPX Energy Marketing, LLC, effective as of
August 1, 2011 (incorporated by reference to Exhibit 10.7
to WPX Energy, Inc.’s registration statement on Form S-1/A
(File No. 333-173808) filed with the SEC on July 19, 2011)
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10
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.6
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Form of WPX Energy, Inc. 2011 Incentive Plan (incorporated by
reference to Exhibit 10.8 to WPX Energy, Inc.’s
registration statement on Form S-1/A (File No. 333-173808) filed
with the SEC on July 19, 2011)
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10
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.7
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Form of WPX Energy, Inc. 2011 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.9 to WPX Energy,
Inc.’s registration statement on Form S-1/A (File No.
333-173808) filed with the SEC on July 19, 2011)
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21
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.1
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List of Subsidiaries (incorporated by reference to Exhibit 21.1
to WPX Energy, Inc.’s registration statement on Form S-1/A
(File No. 333-173808) filed with the SEC on June 21, 2011)
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99
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.1
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Information Statement, preliminary and subject to completion,
dated October 19, 2011
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99
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.2
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Report of Independent Petroleum Engineers and Geologists,
Netherland, Sewell & Associates, Inc. (incorporated by
reference to Exhibit 99.1 to WPX Energy, Inc.’s
registration statement on Form S-1 (File No. 333-173808)
filed with the SEC on April 29, 2011)
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99
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.3
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Report of Independent Petroleum Engineers and Geologists, Miller
and Lents, Ltd. (incorporated by reference to Exhibit 99.2 to
WPX Energy, Inc.’s registration statement on Form S-1/A
(File No. 333-173808) filed with the SEC on June 21,
2011)
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99
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.4
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Report of Independent Petroleum Engineers, Ralph E. Davis
Associates, Inc. (incorporated by reference to Exhibit 99.3 to
WPX Energy, Inc.’s registration statement on Form S-1/A
(File No. 333-173808) filed with the SEC on June 21,
2011)
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To be filed by amendment. |
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Certain portions have been omitted pursuant to a pending
confidential treatment request. Omitted information has been
filed separately with the SEC. |
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
WPX Energy, Inc.
Ralph A. Hill
Chief Executive Officer
Date: October 19, 2011