As filed with the Securities and Exchange Commission on May 23, 2013
Registration No. 333-13574
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXEN INC.
(Exact name of registrant as specified in its charter)
| Canada | 98-600202 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
801 – 7th Avenue S.W. Calgary, Alberta, Canada T2P 3P7 | Alberta, Canada T2P 3P7 | |
| (Address of Principal Executive Offices) | Zip Code |
Amended and Restated Stock Option Plan
(Full title of the plan)
Nexen Petroleum U.S.A. Inc.
945 Bunker Hill Road
Suite 1400
Houston, Texas 77024
(Name and address of agent for service)
(832) 714-5000
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Copy to:
Andrew J. Foley Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, N.Y. 10019-6064 (212) 373-3000 |
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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
| (Do not check if a smaller reporting company) | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the Registration Statement of the Registrant on Form S-8 (Registration No. 333-13574 ), which registered the offering of common shares, pursuant to the Registrant’s Amended and Restated Stock Option Plan. The Registrant hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.
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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 this Post-Effective Amendment No. 2 to the Registration Statement 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 Calgary, Province of Alberta, Canada, on this 23rd day of May, 2013.
NEXEN INC. | |||
| By: | /s/ Kevin J. Reinhart | ||
| Kevin J. Reinhart | |||
| Chief Executive Officer and Director | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities indicated on May 23, 2013.
| Name | Title | |||
| /s/ Kevin J. Reinhart | Chief Executive Officer and Director | |||
| Kevin J. Reinhart | (Principal Executive Officer) | |||
| /s/ Una M. Power | Interim Chief Financial Officer and Senior | |||
| Una M. Power | Vice President, Corporate Planning and | |||
Business Development (Principal Financial Officer) | ||||
| /s/ Brendon T. Muller | Controller and Vice President, Insurance | |||
| Brendon T. Muller | (Principal Accounting Officer) | |||
| * | Director | |||
| Li Fanrong | ||||
| * | Director | |||
| Fang Zhi |
| * | Director | |||
| William B. Berry |
| * | Director | |||
S. Barry Jackson | ||||
| * | Director | |||
| Thomas C. O’Neill | ||||
| /s/ Kevin J. Reinhart | Director | |||
| Kevin J. Reinhart |
| *By: | /s/ Kevin J. Reinhart | ||
Kevin J. Reinhart Attorney in Fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements to Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 solely in the capacity of the duly authorized representative of the Registrant in the United States on the 23rd day of May, 2013.
NEXEN PETROLEUM U.S.A. INC. | |||
| By: | /s/ J. Michael Backus | ||
| J. Michael Backus | |||
| Assistant Treasurer | |||
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INDEX TO EXHIBITS
Exhibit Number | Description | |
| 24.1 | Power of Attorney dated March 29, 2013 (incorporated by reference to Exhibit 24.1 to the Registrant’s Post-Effective Amendment No. 1 to its Form F-3 Registration Statement (File No. 333-84786), filed with the Securities and Exchange Commission on May 23, 2013) |
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