As
filed with the Securities and Exchange Commission on October 23,
2009
&
#160; Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
______________________
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
75-2677995
|
|
|
(State
or Other Jurisdiction
of
Incorporation or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
3000
North Sam Houston Parkway East
Houston,
Texas 77032
(Address
of Principal Executive Offices) (Zip Code)
2008
Halliburton Elective Deferral Plan
(Full
Title of the Plan)
______________________
Albert
O. Cornelison, Jr.
Executive
Vice President and General Counsel
Halliburton
Company
3000
North Sam Houston Parkway East
Houston,
Texas 77032
(Name and Address of Agent for
Service)
(281)
871-2699
(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, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
|||
|
(Do
not check if a smaller reporting company)
|
||||||
______________________
[(Calculation
of Registration Fee on following page)]
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
To
Be Registered
|
Amount
To Be
Registered
(1)
|
Proposed
Maximum Offering Price
Per
Unit (2)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|
Deferred
Compensation
Obligations
(1)
|
$75,000,000
|
100%
|
$75,000,000
(2)
|
$4,185.00
|
(1) The
Deferred Compensation Obligations are unsecured obligations of Halliburton
Company and certain of its subsidiaries to pay deferred compensation in the
future in accordance with the terms of the 2008 Halliburton Elective Deferral
Plan.
(2) Estimated
solely for the purpose of calculating the registration fee.
TABLE
OF CONTENTS
PART
I
Information
Required In the Section 10(a) Prospectus
PART
II
Item
3. Incorporation
of Documents by Reference
Item
4. Description
of Securities
Item
5. Interests
of Named Experts and Counsel
Item
6. Indemnification
of Directors and Officers
Item
7. Exemption
from Registration Claimed
Item
8.
Exhibits
Item
9.
Undertakings
SIGNATURES
EXHIBIT
INDEX
EXHIBIT
5.1
EXHIBIT
23.1
EXHIBIT
23.2
EXHIBIT
24
EXHIBIT
99.1
PART
I
Information
Required In the Section 10(a) Prospectus
The document(s) containing the
information specified in Part I of Form S-8 will be sent or given to the
participating employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended. Such documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Sections 10(a) of the Securities
Act.
PART
II
Information
Required in the Registration Statement
Item
3. Incorporation of Documents
by Reference.
Halliburton
Company (the “Registrant”) hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the “Commission”):
|
(a)
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2008 filed with the Commission on February 18, 2009 pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”); and
|
|
(b)
|
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 Registrant’s Annual Report
referred to in (a) above.
|
All
reports and definitive proxy or information statements filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents, except as to specific sections of
such statements as set forth therein. Unless expressly incorporated into this
Registration Statement, a report furnished on Form 8-K prior or subsequent to
the date hereof shall not be incorporated by reference into this Registration
Statement. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
Item
4. Description of
Securities.
Under the
2008 Halliburton Elective Deferral Plan, Registrant will provide to eligible
employees (limited to a group of management or highly compensated employees of
Registrant and certain of its subsidiaries who are permanent full-time active
employees paid in United States dollars and subject to the income tax laws of
the United States) the opportunity to irrevocably defer to a future year the
receipt of certain compensation. The amount of compensation to be deferred by
each participant will be determined in accordance with the Plan based on the
elections of each participant. The amounts of compensation deferred by
participants under the Plan are referred to as “Deferred Compensation
Obligations.”
The Deferred Compensation Obligations
will be payable on the date or dates selected by each participant in accordance
with the terms of the Plan or, if earlier, upon the date of death, disability or
other termination of employment pursuant to the terms of the Plan. In addition,
a participant may withdraw amounts in his or her account in the sole discretion
of the committee in the event of an unforeseeable emergency as defined in the
Plan. All payments to participants under the Plan will be subject to withholding
for applicable taxes.
The Plan will be administered and
enforced by a committee appointed by Registrant's Compensation Committee of
Directors. The committee will designate from time to time one or more benchmark
investment options in which the account of each participant under the Plan will
be deemed invested. An investment return (gain or loss) will periodically be
credited to, or deducted from, the Plan account of each participant in an amount
the participant would have earned (or lost) if the amount deferred had been
invested among the benchmark investment options to which the participant
allocated his or her Plan account. A participant will be one hundred percent
vested in the amounts the participant elects to defer into his or her account
and any investment return on such amounts.
The Deferred Compensation Obligations
will be unsecured general obligations of the employing entity that is obligated
to pay the deferred compensation in the future (the “Employer”) in accordance
with the terms of the Plan, and will rank equally with other unsecured
indebtedness of such Employer. Registrant may establish a non-qualified trust to
pay benefits under the Plan. In such case, the trust will be funded to the
extent Registrant determines, in its discretion, and the trust assets
attributable to an Employer will also be subject to the claims of such
Employer’s general creditors.
No participant or beneficiary may sell,
transfer, assign, or encumber in any manner, either voluntarily or
involuntarily, any amounts, or any portion thereof, payable under the Plan
except to the extent the participant or beneficiary provides an order that
satisfies the requirements for a “qualified domestic relations order” under the
Employee Retirement Income Security Act of 1974.
Registrant may amend or terminate the
Plan at any time; provided, however, that no such amendment or termination may
impair the rights of a participant with respect to amounts already allocated to
his or her account.
Item
5. Interests of Named Experts
and Counsel.
Item
6. Indemnification of Directors
and Officers.
Section
145 of the General Corporation Law of the State of Delaware or DGCL, provides
that a Delaware corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees, and
agents. Indemnification is allowed in connection with threatened,
pending, or completed actions, suits, or proceedings, whether civil, criminal,
administrative, or investigative, other than an action by or in right of the
corporation, brought against them by reason of the fact that they were or are
directors, officers, employees, or agents, for:
|
·
|
expenses,
judgments, and fines; and
|
|
·
|
amounts
paid in settlement actually and reasonably incurred in any action, suit,
or proceeding.
|
The Tenth
Article of the Registrant's restated certificate of incorporation together with
Section 32 of its by-laws provide for indemnification of each person who is or
was made a party to any actual or threatened civil, criminal, administrative, or
investigative action, suit, or proceeding because:
(i) the
person is or was an officer or director of the Registrant; or
|
|
(ii) is
a person who is or was serving at the request of the Registrant as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture trust, or other enterprise, including service
relating to employee benefit plans,
|
to the
fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Registrant's restated certificate of
incorporation and the by-laws were adopted or as may be
amended. Section 32 of the Registrant's by-laws and the Tenth Article
of its restated certificate of incorporation expressly provide that they are not
the exclusive methods of indemnification.
Section
32 of the by-laws provides that the Registrant may maintain insurance, at its
own expense, to protect itself and any director, officer, employee, or agent of
the Registrant or of another entity against any expense, liability, or
loss. This insurance coverage may be maintained regardless of whether
the Registrant would have the power to indemnify the person against the expense,
liability, or loss under the DGCL.
Section
102(b)(7) of the DGCL provides that a certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, that provision shall not eliminate or
limit the liability of a director:
(i) for
any 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) under
Section 174 of the DGCL, relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock;
or
|
(iv) for
any transaction from which the director derived an improper personal
benefit.
The
Fifteenth Article of the Registrant's restated certificate of incorporation
contains this type of provision.
Not
applicable.
|
Exhibit
|
Incorporated by Reference
|
Filed
|
||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
|
5.1
|
Opinion
of Robert L. Hayter
|
X
|
||||
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
X
|
||||
|
23.2
|
Consent
of Robert L. Hayter (contained in Exhibit 5.1).
|
X
|
||||
|
24
|
Powers
of Attorney for the following directors:
Alan
M. Bennett
James
R. Boyd
Milton
Carroll
Nance
K. Dicciani
S.
Malcolm Gillis
James
T. Hackett
Robert
A. Malone
J.
Landis Martin
Jay
A. Precourt
Debra
L. Reed
|
X
|
||||
|
99.1
|
2008
Halliburton Elective Deferral Plan, as amended and restated effective
January 1, 2008
|
10-Q
|
001-3492
|
10.3
|
October
26, 2007
|
|
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; (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 this
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 end 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 a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective 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 clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those clauses is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement; (2) that, for the purpose of determining any liability
under the Securities 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; and (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 Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this 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 Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 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
Houston, State of Texas, on October 23, 2009.
Halliburton
Company
By: /s/ Albert O. Cornelison,
Jr.
Albert O. Cornelison,
Jr.
Executive Vice
President and General Counsel
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons on behalf of the Registrant in the
capacities and on October 23, 2009.
|
Signature
|
Title
|
|
|
/s/
David J.
Lesar
David J. Lesar
|
Chairman
of the Board, President and Chief Executive Officer and
Director
(Principal
Executive Officer)
|
|
|
/s/
Mark A.
McCollum
Mark A. McCollum
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
|
|
|
/s/
Evelyn M.
Angelle
Evelyn M. Angelle
|
Vice
President, Corporate Controller, and Principal Accounting
Officer
(Principal Accounting
Officer)
|
|
|
*
Alan M. Bennett
|
Director
|
|
|
*
James R. Boyd
|
Director
|
|
|
*
Milton Carroll
|
Director
|
|
|
*
Nance K. Dicciani
|
Director
|
|
|
*
S. Malcolm Gillis
|
Director
|
|
|
*
James T. Hackett
|
Director
|
|
|
*
Robert A. Malone
|
Director
|
|
|
*
J. Landis Martin
|
Lead
Director
|
|
|
*
Jay A. Precourt
|
Director
|
|
|
*
Debra L. Reed
By: * /s/ Albert O. Cornelison,
Jr.
Albert
O. Cornelison, Jr.
Attorney-in-fact
|
Director
|
|
EXHIBIT
INDEX
|
Exhibit
|
Incorporated by
Reference
|
Filed
|
||||
|
Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
|
5.1
|
Opinion
of Robert L. Hayter
|
X
|
||||
|
23.1
|
Consent
of Independent Registered Public Accounting Firm.
|
X
|
||||
|
23.2
|
Consent
of Robert L. Hayter (contained in Exhibit 5.1).
|
X
|
||||
|
24
|
Powers
of Attorney for the following directors:
Alan
M. Bennett
James
R. Boyd
Milton
Carroll
Nance
K. Dicciani
S.
Malcolm Gillis
James
T. Hackett
Robert
A. Malone
J.
Landis Martin
Jay
A. Precourt
Debra
L. Reed
|
X
|
||||
|
99.1
|
2008
Halliburton Elective Deferral Plan, as amended and restated effective
January 1, 2008
|
10-Q
|
001-3492
|
10.3
|
October
26, 2007
|
|
< /font>
Exhibit 5.1
[Missing Graphic Reference]
2107
City West Blvd · Post Office Box 42806 (77242) · Houston, Texas
77042-3051
Phone
281.871.2624
October
23, 2009
Halliburton
Company
3000 N.
Sam Houston Parkway E.
Houston,
Texas 77032
Ladies
and Gentlemen:
I am acting as counsel to Halliburton
Company, a Delaware corporation (the “Company”), in connection with the
Registration Statement on Form S-8 (the “Registration Statement”) to be filed by
the Company under the Securities Act of 1933, as amended, relating to the
offering and issuance of $75 million of Deferred Compensation Obligations (the
“Obligations”) pursuant to the 2008 Halliburton Elective Deferral Plan, as
amended and restated effective January 1, 2008 (the “Plan”).
As such
counsel, I have participated in the preparation of the Registration Statement
and am familiar with the Plan. I have also examined and reviewed such other
corporate proceedings, certificates, instruments and documents as I considered
necessary or appropriate for purposes of this opinion.
Based
upon the foregoing and subject to the assumptions and qualifications stated
herein, I am of the opinion that (a) the Plan, as amended and restated, has been
duly and validly approved by the Company; (b) the Obligations have been duly and
validly authorized by the Company; and (c), when issued in accordance with the
provisions of the Plan, the Obligations will be binding obligations of the
Company and certain of its subsidiaries, enforceable in accordance with their
terms and the terms of the Plan, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws relating to or affecting creditors’ rights generally, and by general
principles of equity, regardless of whether that enforceability is considered in
a proceeding in equity or at law.
The
foregoing opinion is limited to the federal securities laws of the United
States, the General Corporation Law of the State of Delaware and the laws of the
State of Texas.
This
opinion is rendered as of the effective date of the Registration
Statement. I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my name wherever
appearing in the Registration Statement and any amendment thereto. In giving
this consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Robert L. Hayter
Robert L. Hayter
Assistant Secretary and Assistant
General Counsel
0; EXHIBIT
23.1
Consent
of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders
Halliburton
Company:
We
consent to the incorporation by reference in the registration statement on Form
S-8 of Halliburton Company, of our reports dated February 16, 2009, with respect
to the consolidated balance sheets of Halliburton Company and subsidiaries as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, shareholders’ equity and cash flows, for each of the years in the
three-year period ended December 31, 2008, the effectiveness of internal control
over financial reporting, and the related financial statement schedule (Schedule
II), which reports appear in the December 31, 2008, Annual Report on Form 10-K
of Halliburton Company and subsidiaries. Our report on the consolidated
financial statements referred to above, refers to a change in the methods of
accounting for uncertainty in income taxes as of January 1, 2007 and accounting
for defined benefit and other postretirement plans as of December 31,
2006.
/s/ KPMG
Houston,
Texas
October
23, 2009
0; Exhibit 24
POWER
OF ATTORNEY
WHEREAS,
Halliburton Company, a Delaware corporation (the "Company"), intends to file
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form
S-8 for the 2008 Halliburton Elective Deferral Plan with such amendment or
amendments thereto, whether pre-effective or post-effective, in each case as may
be necessary or appropriate, together with any and all exhibits and other
documents having relation to said Registration Statement (collectively, the
"Registration Statement");
NOW,
THEREFORE, each of the undersigned, in his or her capacity as a director of
Company, does hereby appoint Albert O. Cornelison, Jr. and Sherry D. Williams,
each of whom may act without the joinder of the other, as his or her true and
lawful attorneys-in-fact and agents with power to act and with full power of
substitution and resubstitution, to execute in his or her name, place and stead,
in his or her capacity as a director of the Company, the Registration Statement
and all instruments necessary or incidental in connection therewith, with such
amendment or amendments thereto in each case as said attorneys-in-fact and
agents or any of them shall deem necessary or appropriate, together with any and
all exhibits and other documents relating thereto as said attorneys-in-fact and
agents or any of them shall deem necessary or appropriate or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Said attorneys-in-fact and agents shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done to the premises, as fully and to all intents and purposes
as each of the undersigned might or could do in person, each of the undersigned
hereby ratifying and approving the acts of said attorneys-in-fact and agents or
any of them or their substitutes.
IN
WITNESS WHEREOF, each of the undersigned has executed this instrument on this
16th day
of September 2009.
|
SIGNATURE
|
|
|
/s/
Alan M. Bennett
Alan
M. Bennett
|
/s/James T. Hackett
James
T. Hackett
|
|
/s/
James R. Boyd
James
R. Boyd
|
/s/ Robert A.
Malone
Robert A.
Malone
|
|
/s/
Milton Carroll
Milton
Carroll
|
/s/ J. Landis Martin
J. Landis
Martin
|
|
/s/
Nance K. Dicciani
Nance
K. Dicciani
|
/s/ Jay A.
Precourt
Jay A.
Precourt
|
|
/s/
S. Malcolm Gillis
S.
Malcolm Gillis
|
/s/ Debra L. Reed
Debra L. Reed
|