Registration No. 333-43569
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HESS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 1185 Avenue of the Americas 13-4921002
(State or other New York, NY 10036 (I.R.S. Employer
jurisdiction of) (Address of principal Identification No.)
incorporation executive offices)
or organization
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Hess Corporation Employees' Savings Plan
(Full Title of Plan)
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J. Barclay Collins II, Esq.
Executive Vice President
and General Counsel
Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
(212) 997-8500
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Kevin Keogh, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share offering price registration fee
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Common Stock, par value $1.00
(Previously Registered)............ 1,800,000(1)(2) N/A (1) N/A (1) N/A (1)
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(1) This Registration Statement registers up to 1,800,000 shares of Common
Stock (the "Carried-Over Shares"), and the related interests
registered pursuant Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), which were previously registered under
Registration Statement No. 333-43571, as filed with the Securities and
Exchange Commission (the "Commission") on December 31, 1997 (the
"Prior Registration Statement") for offer or sale under the Hess
Corporation Savings and Stock Bonus Plan for Retail Operations
Employees (the "Prior Plan") and which may now be offered or sold
under the Hess Corporation Employees' Savings Plan (the "Corporate
Savings Plan"). No filing fee with respect to the Carried-Over Shares
is required in accordance with Interpretation 89 under Section G of
the Securities and Exchange Commission Division of Corporate Finance
Manual of Publicly Available Telephone Interpretations (July 1997) and
Instruction E to the General Instructions to Form S-8. The Registrant
is concurrently filing a Post-Effective Amendment No. 1 to the Prior
Registration Statement to deregister the Carried-Over Shares.
(2) Pursuant to Rule 416(a) under the Securities Act, the number of shares
registered under this Registration Statement will automatically be
increased to cover any additional shares of the Registrant's Common
Stock that become issuable under the Corporate Savings Plan by reason
of any stock split, stock dividend, recapitalization or other similar
transaction.
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EXPLANATORY NOTE
This Amendment No. 1 to Form S-8 Registration Statement registers an
additional 1,800,000 shares of common stock, par value $1.00 per share (the
"Common Stock"), of Hess Corporation (the "Registrant"), to be offered and sold
pursuant to the Hess Corporation Employees' Savings Plan, as amended and
restated (the "Corporate Savings Plan"), together with an indeterminate amount
of interests in the Corporate Savings Plan. These shares were previously
registered for issuance under Form S-8 Registration Statement No. 333-43571, as
filed with the Securities and Exchange Commission (the "Commission") on December
31, 1997 (the "Prior Registration Statement") for offer and sale pursuant to the
Hess Corporation Savings and Stock Bonus Plan for Retail Operations Employees
(the "Prior Plan").
Effective October 1, 2006, the Corporate Savings Plan was amended and
restated to, among other things, merge the Prior Plan into the Corporate Savings
Plan so that participants previously eligible to participate in the Prior Plan
became eligible to participate in the Corporate Savings Plan, and the Prior Plan
was terminated. This Registration Statement registers 1,800,000 shares of Common
Stock previously registered under the Prior Registration Statement for offer or
sale under the Prior Plan, which may now be offered or sold under the Corporate
Savings Plan (the "Carried-Over Shares"). The Carried-Over Shares are no longer
available for the grant of new awards under the Prior Plan. The Registrant is
concurrently filing a Post-Effective Amendment No. 1 to the Prior Registration
Statement to deregister the Carried-Over Shares.
This Registration Statement relates to the registration of additional
securities pursuant to Rule 462(b) under the Securities Act. Pursuant to General
Instruction E of Form S-8, the contents of the Registrant's Registration
Statement on Form S-8 filed with the Commission on December 31, 1997 (File No.
333-43569) are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information required in Part I of this
Registration Statement will be provided to each participant in the Plan, as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act. Such document(s) are not
being filed with the Commission but constitute (together with the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(i) The latest annual report of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act") which contains, either directly or indirectly by
incorporation by reference, certified financial statements for
the Registrant's latest fiscal year for which such statements
have been filed.
(ii) 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
annual report referred to in paragraph (a) above.
(iii) The description of the Registrant's Common Stock contained in
Appendix VII of Form S-4, Registration No. 333-50358, filed on
November 21, 2000.
All documents the Company subsequently files pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of Registrant,
including amendments thereto, dated May 3, 2006
(incorporated by reference to Exhibit 3 of Registrant's Form
10-Q for the three months ended June 30, 2006).
4.2 By-Laws of Registrant (incorporated by reference to
Exhibit 3 of Form 10-Q of Registrant for the three months
ended June 30, 2002).
4.3 Hess Corporation Employee's Savings Plan (incorporated by
reference to Exhibit 10(7) of Form 10-K of Registrant for
the year ended December 31, 2006).
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page to
Registration Statement).
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, the State of
New York on the 20th day of June, 2007.
HESS CORPORATION
By /s/ J. Barclay Collins II, Esq.
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Name: J. Barclay Collins II, Esq.
Title: Executive Vice President and
General Counsel
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Employee Benefit Plans Committee has duly caused this Post-Effective Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, the State of New York, on the 20th day of June, 2007.
HESS CORPORATION EMPLOYEE BENEFIT
PLANS COMMITTEE
By /s/ Brian J. Bohling
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Name: Brian J. Bohling
Title: Senior Vice President,
Human Resources
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8, No. 333-43569), pertaining to the Hess
Corporation Employees' Savings Plan, of our reports dated February 23, 2007 with
respect to the consolidated financial statements and schedule of Hess
Corporation, Hess Corporation management's assessment of the effectiveness of
internal control over financial reporting, and the effectiveness of internal
control over financial reporting of Hess Corporation, included in its Annual
Report (Form 10-K) for the year ended December 31, 2006, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, NY
June 15, 2007