As filed with the Securities and Exchange Commission on March 4, 2021
Registration No. 333-204868
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MATADOR RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
| Texas | 27-4662601 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
5400 LBJ Freeway, Suite 1500
Dallas, Texas 75240
(Address of Principal Executive Offices, including Zip Code)
MATADOR RESOURCES COMPANY 2019 LONG-TERM INCENTIVE PLAN
MATADOR RESOURCES COMPANY AMENDED AND RESTATED
2012 LONG-TERM INCENTIVE PLAN
(Full title of the Plans)
Joseph Wm. Foran
Matador Resources Company
5400 LBJ Freeway, Suite 1500
Dallas, Texas 75240
(Name and address of agent for service)
(972) 371-5200
(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act or Rule 405 of the Securities Act of 1933.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging Growth Company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Matador Resources Company (the “Registrant” or “we”) registered, pursuant to a Registration Statement on Form S-8 filed on June 11, 2015 (Registration No. 333-204868) (the “Registration Statement”), the offer and sale of up to 4,700,000 shares of our Common Stock, par value $0.01 per share (“Common Stock”), under the Matador Resources Company Amended and Restated 2012 Long-Term Incentive Plan (as amended, the “2012 Plan”).
Our Board of Directors approved the Matador Resources Company 2019 Long-Term Incentive Plan (the “2019 Plan”) on April 22, 2019, and such plan was subsequently approved by our shareholders on June 6, 2019. Pursuant to the terms of the 2019 Plan, the following shares of Common Stock will be issuable under the 2019 Plan: (i) the number of shares of Common Stock remaining available for issuance under the 2012 Plan on June 6, 2019, and (ii) the number of shares of Common Stock subject to any award outstanding under the 2012 Plan as of June 6, 2019 that after such date is not issued because such award is forfeited, terminates, expires or otherwise lapses without being exercised (to the extent applicable), or is settled in cash (items (i) and (ii) collectively, the “Rollover Shares”). Pursuant to the undertakings in Item 9 of the Registration Statement, we are filing this Post-Effective Amendment No. 1 to the Registration Statement to provide that the Rollover Shares shall also be issuable under the 2019 Plan in accordance with the foregoing.
EXHIBIT INDEX
Exhibit No. | Description | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP. | |
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 the requirements for filing on Form S-8 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 Dallas, Texas, March 4, 2021.
| MATADOR RESOURCES COMPANY | ||
| By: | /s/ Joseph Wm. Foran | |
| Joseph Wm. Foran | ||
| Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
/s/ Joseph Wm. Foran Joseph Wm. Foran | Chairman and Chief Executive Officer (Principal Executive Officer) | March 4, 2021 | ||
/s/ David E. Lancaster David E. Lancaster | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 4, 2021 | ||
/s/ Robert T. Macalik Robert T. Macalik | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | March 4, 2021 | ||
/s/ Reynald A. Baribault Reynald A. Baribault | Director | March 4, 2021 | ||
/s/ R. Gaines Baty R. Gaines Baty | Director | March 4, 2021 | ||
/s/ Craig T. Burkert Craig T. Burkert | Director | March 4, 2021 | ||
/s/ William M. Byerley William M. Byerley | Director | March 4, 2021 | ||
/s/ Monika U. Ehrman Monika U. Ehrman | Director | March 4, 2021 | ||
/s/ Julia P. Forrester Rogers Julia P. Forrester Rogers | Director | March 4, 2021 | ||
/s/ James M. Howard James M. Howard | Director | March 4, 2021 | ||
/s/ Timothy E. Parker Timothy E. Parker | Director | March 4, 2021 | ||
/s/ Kenneth L. Stewart Kenneth L. Stewart | Director | March 4, 2021 | ||
