QEP Resources, Inc.

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SEC Filings

S-8
QEP RESOURCES, INC. filed this Form S-8 on 05/31/2018
Entire Document
 
S-8

As filed with the Securities and Exchange Commission on May 31, 2018

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

QEP RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   87-0287750

(State or Other Jurisdiction

of Incorporation or Organization)

 

(IRS Employer

Identification Number)

QEP Resources, Inc. 2018 Long-Term Incentive Plan

(Full title of the plan)

 

1050 17th Street, Suite 800

Denver, Colorado 80265

303-672-6900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Dane E. Allen

QEP Resources, Inc.

1050 17th Street, Suite 800

Denver, Colorado 80265

303-672-6961

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

COPIES TO:

Michael E. Dillard

John M. Greer

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Telephone: (713) 546-5400

 

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 Securities Exchange Act of 1934, as amended. (Check one):

 

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 7(a)(2)(B) of the Securities Act.  ☐

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount to be

Registered(1)

  Proposed Maximum Offering
Price Per Share(2)
  Proposed Maximum
Aggregate Offering Price(2)
 

Amount of

Registration Fee

Common Stock, par value $0.01

  10,000,000   $12.17   $121,700,000   $15,152

 

 

(1) 10,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of QEP Resources, Inc., a Delaware corporation (“QEP” or the “Company”), are being registered hereunder, which represents the number of shares that may be issued pursuant to the QEP Resources, Inc. 2018 Long-Term Incentive Plan. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and calculated based on a price of $12.17, which is the average of the high and low sales prices of the registrant’s common stock as reported on the New York Stock Exchange on May 29, 2018.