As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Murphy Oil Corporation
(Exact name of registrant as specified in its charter)
Delaware 2911 71-0361522
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation Classification Code
or organization) Number)
200 Peach Street
P.O. Box 7000
El Dorado, AR 71731-7000
(870) 862-6411
(Address of principal executive offices)
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MURPHY OIL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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General Counsel
200 Peach Street
Post Office Box 7000
El Dorado, AR 71731-7000
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (870) 862-6411
Copy to:
Barbara Nims
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Share(2) Price(2) Registration Fee
------------------------------------ ------------- ------------------ ------------------ ----------------
Murphy Oil Corporation Common Stock
par value $1.00 per share............. 50,000 shares $ 46 $ 2,300,000 $ 696.97
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(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of computing the registration fee, based on the average of
the high and low prices of the securities being registered hereby on the
New York Stock Exchange Composite Transaction Tape on May 14, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates herein by reference the
following documents:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996.
(2) All documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") subsequent to September 12, 1989 and
prior to the filing of a post-effective amendment (i) which indicates that
all securities offered herein have been sold or (ii) which deregisters all
securities then remaining unsold.
(3) The description of the Registrant's common stock $1.00 par
value ("Common Stock" or "Shares") contained in the Registrant's 1934 Act
registration statement on Form 8-A dated September 12, 1989, filed with the
Commission pursuant to the 1934 Act, including any amendment thereto or report
filed for the purpose of updating such description.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its certificate
of incorporation to eliminate or limit the personal liability of a director
for violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from
which a director derived an improper personal benefit. The Registrant's
certificate of incorporation eliminates the liability of directors to the
fullest extent permitted by Delaware law.
Reference is made to section 145 of the DGCL which provides
that a corporation may indemnify directors and officers against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of
its directors and officers, to the fullest extent permitted by Delaware
law.
In addition, the Registrant has purchased and maintains
directors' and officers' liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.01 Certificate of Incorporation of the Registrant.
4.02 Amended and Restated By-Laws of the Registrant.
5.01 Opinion of Davis Polk & Wardwell.
23.01 Independent Auditors' Consent.
24.01 Power of attorney (included on the signature page of this
registration statement).
99.01 Murphy Oil Corporation Employee Stock Purchase Plan.
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
EXPERTS
The consolidated financial statements of the Registrant
appearing in the Registrant's Annual Report (Form 10-K) as of December 31,
1996 have been audited by KPMG Peat Marwick LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP refers to a change in 1995 in the method of accounting for
the impairment of long-lived assets.
LEGAL MATTERS
The validity of the Common Stock offered hereunder has been
passed upon by Davis Polk & Wardwell, New York, New York.
SIGNATURES
The Registrant. 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 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 El Dorado, State of
Arkansas, on May 19, 1997.
MURPHY OIL CORPORATION
By: /s/ Steven A. Cosse
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Name: Steven A. Cosse
Title: Senior Vice President,
General Counsel and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Steven A. Cosse and Walter K. Compton, and
each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable in order to
enable Murphy Oil Corporation to comply with the Securities Act of 1933 and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the filing with the Securities and Exchange Commission of
the registration statement on Form S-8 under the Securities Act of 1933,
including specifically but without limitation, power and authority to sign the
name of the undersigned to such registration statement, and any amendments to
such registration statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other documents necessary or
advisable to comply with applicable state securities laws, and to file the
same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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/ R. Madison Murphy Chairman of the Board of May 19, 1997
- -------------------------- Directors
R. Madison Murphy
/s/ Claiborne Deming Director, President May 19, 1997
- -------------------------- and Chief Executive Officer
Claiborne Deming
/s/ B.R.R. Butler Director May 19, 1997
- --------------------------
B.R.R. Butler
/s/ George S. Dembroski Director May 19, 1997
- --------------------------
George S. Dembroski
/s/ H. Rodes Hart Director May 19, 1997
- --------------------------
H. Rodes Hart
/s/ Vester T. Hughes, Jr. Director May 19, 1997
- --------------------------
Vester T. Hughes, Jr.
/s/ C.H. Murphy, Jr. Director May 19, 1997
- --------------------------
C.H. Murphy, Jr.
/s/ Michael W. Murphy Director May 19, 1997
- --------------------------
Michael W. Murphy
/s/ William C. Nolan, Jr. Director May 19, 1997
- --------------------------
William C. Nolan, Jr.
/s/ Caroline G. Theus Director May 19, 1997
- --------------------------
Caroline G. Theus
/s/ Lorne C. Webster Director May 19, 1997
- --------------------------
Lorne C. Webster
/s/ Steven A. Cosse Senior Vice President, May 19, 1997
- -------------------------- General Counsel and
Steven A. Cosse Chief Financial Officer
/s/ Ronald W. Herman Controller May 19, 1997
- --------------------------
Ronald W. Herman
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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4.01 Amended and Restated Certificate of Incorporation of
the Registrant.
4.02 Amended and Restated By-Laws of the Registrant.
5.01 Opinion of Davis Polk & Wardwell.
23.01 Independent Auditors' Consent.
24.01 Power of attorney (included on the signature page of
this registration statement).
99.01 Murphy Oil Corporation Employee Stock
Purchase Plan.