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
FREEPORT-MCMORAN OIL & GAS LLC
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 700 Milam Street, Suite 3100 Houston, Texas 77002 | 46-2548126 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Address of Principal Executive Offices) | (I.R.S. Employer Identification Number) |
Plains Exploration & Production Company 2010 Incentive Award Plan
(Full Title of the Plan)
Douglas N. Currault II
Secretary
Freeport-McMoRan Oil & Gas LLC
700 Milam Street, Suite 3100
Houston, Texas 77002
(Name and Address of agent for service)
(713) 579-6000
(Telephone Number, including Area Code, of agent for service)
Copy To:
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
DEREGISTRATION OF SECURITIES
On May 14, 2010, Freeport-McMoRan Oil & Gas LLC (as successor registrant to Plains Exploration & Production Company (“PXP”)) (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-166830 (the “Registration Statement”), for the sale of 5,000,000 shares of common stock, par value $0.01 per share, of the Registrant (the “Securities”), under the Plains Exploration & Production Company 2010 Incentive Award Plan.
On May 31, 2013, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2012, by and among PXP, Freeport-McMoRan Copper & Gold Inc. and Freeport-McMoRan Oil & Gas LLC (formerly IMONC LLC) (“Merger Sub”), PXP merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger. As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration the Securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, Arizona, on May 31, 2013.
| FREEPORT-MCMORAN OIL & GAS LLC | ||||
| By: | /s/ Kathleen L. Quirk | |||
| Name: | Kathleen L. Quirk | |||
| Title: | Executive Vice President and Treasurer | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated on May 31, 2013.
Signature | Title | |||
/s/ Richard C. Adkerson Richard C. Adkerson | President and Chief Executive Officer of the Registrant and Director of FCX (Principal Executive Officer) | |||
/s/ Kathleen L. Quirk Kathleen L. Quirk | Executive Vice President and Treasurer (Principal Financial Officer) | |||
/s/ C. Donald Whitmire, Jr. C. Donald Whitmire, Jr. | Vice President (Principal Accounting Officer) | |||
/s/ James R. Moffett James R. Moffett | Chairman of the Board of FCX | |||
/s/ Robert J. Allison Jr. Robert J. Allison Jr. | Director of FCX | |||
/s/ Alan R. Buckwalter, III Alan R. Buckwalter, III | Director of FCX | |||
/s/ Robert A. Day Robert A. Day | Director of FCX | |||
/s/ James C. Flores James C. Flores | Director of FCX | |||
/s/ Gerald J. Ford Gerald J. Ford | Director of FCX | |||
/s/ Thomas A. Fry, III Thomas A. Fry, III | Director of FCX | |||
/s/ H. Devon Graham Jr. H. Devon Graham Jr. | Director of FCX | |||
/s/ Charles C. Krulak Charles C. Krulak | Director of FCX | |||
/s/ Bobby Lee Lackey Bobby Lee Lackey | Director of FCX | |||
/s/ Jon C. Madonna Jon C. Madonna | Director of FCX | |||
/s/ Dustan E. McCoy Dustan E. McCoy | Director of FCX | |||
/s/ B.M. Rankin Jr. B.M. Rankin Jr. | Director of FCX | |||
/s/ Stephen H. Siegele Stephen H. Siegele | Director of FCX | |||
