EXHIBIT 5.01
Davis Polk & Wardwell Opinion
August 2, 2000
Murphy Oil Corporation
200 Peach Street
P.O. Box 7000
El Dorado, AR 71731-7000
Ladies and Gentlemen:
We are acting as counsel for Murphy Oil Corporation (the "Registrant") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 100,000
shares (the "Shares") of Common Stock ($1.00 par value) of the Registrant
issuable pursuant to the Employee Stock Purchase Plan, as amended May 10, 2000
(the "Plan") of the Registrant. In connection therewith, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares
deliverable pursuant to the Plan have been duly authorized and, when and to the
extent issued pursuant to the Plan upon receipt by the Registrant of adequate
consideration therefor, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
Davis Polk & Wardwell
EXHIBIT 23.01
Consent of Independent Auditors
The Board of Directors
Murphy Oil Corporation:
We consent to the use or our report incorporated herein by reference.
KPMG LLP
Shreveport, Louisiana
August 2, 2000
EXHIBIT 99.01
Murphy Oil Corporation
Employee Stock Purchase Plan
as amended, May 10, 2000
The following constitute the provisions of the Employee Stock Purchase
Plan of Murphy Oil Corporation, effective as of the first day of the calendar
quarter following the effective date.
1. Purpose. The purpose of the Plan is to provide Employees of the
Company and its Subsidiaries with an opportunity to purchase Shares of the
Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under section 423 of the Code. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean Class A stock, $1.00 par value, of the
Company.
(d) "Company" shall mean Murphy Oil Corporation, a Delaware
corporation, or any successor which adopts this Plan.
(e) "Compensation" for the Offering Period shall mean base salary
only, excluding any incentive payments, and commissions that may be paid
from time to time to the Employee from the Employer.
(f) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous status as
an Employee shall not be considered interrupted in the case of a leave of
absence except as provided in paragraph 10(b).
(g) "Designated Subsidiary" shall mean each of the Subsidiaries
designated in the Appendix attached to this Plan as having adopted the
Plan. In addition, such term shall include each Subsidiary as may be
designated by the Board from time to time among a group consisting of the
Company and its Subsidiaries, including corporations that become
Subsidiaries after the adoption and approval of the Plan.
(h) "Eligible Employee" shall have the meaning set forth in Section
3(a).
(i) "Employee" shall mean any person, including an officer, who is a
full-time employee of the Employer and who does not have a Restricted Stock
Award outstanding under the 1992 Stock Incentive Plan.
(j) "Employer" shall mean the Company and each of its Designated
Subsidiaries.
(k) "Enrollment Date" shall mean the first day of each Offering
Period.
(l) "Exercise Date" shall mean the last day of each Offering Period.
(m) "Exercise Price" shall have the meaning as defined in paragraph
7(b).
(n) "Offering Period" shall mean the period described in paragraph 4.
(o) "Participant" shall mean an Eligible Employee who has elected to
participate herein.
(p) "Participant Account" shall mean that separate account maintained
hereunder to record the amount that a Participant has contributed to the
Plan during an Offering Period.
(q) "Plan" shall mean the Murphy Oil Corporation Employee Stock
Purchase Plan.
(r) "Plan Custodian" shall mean the entity so designated by the Board
or any successor appointed by the Company.
(s) "Share" shall mean a share of Common Stock.
(t) "Stock Administrator" shall mean the committee appointed by the
Board pursuant to paragraph 13 to act on behalf of the Board and administer
the Plan.
(u) "Subsidiary" shall mean a corporation, domestic or foreign, of
which at the time of the granting of the option pursuant to paragraph 7,
not less than fifty percent (50%) of the total combined voting power of all
classes of stock are held by the Company or a Subsidiary, whether or not
such corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary.
3. Eligibility.
(a) General Rule. Any Employee who has completed two years of service
with the Employer as of any Enrollment Date shall be eligible to
participate as an "Eligible Employee" during the Offering Period beginning
on such Enrollment Date, subject to the requirements of paragraph 5 and the
limitations imposed by section 423(b) of the Code.
(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option to purchase Shares
under the Plan if:
(i) Immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to section 424(d)
of the Code) would own stock (including for purposes of this paragraph 3(b)
any stock he holds outstanding options to purchase) possessing five percent
(5%) or more of the total combined voting power or value of all classes of
stock of the Company or of any Subsidiary computed in accordance with the
Code ss.423(b)(3), or
(ii) Such option would permit such Employee's right to purchase stock
under all employee stock purchase plans (described in section 423 of the
Code) of the Company and its Subsidiaries to accrue at a rate which exceeds
by Twenty-Five Thousand Dollars ($25,000) the fair market value of such
stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time, in accordance with
the provisions of Code ss.423(b)(8).
4. Offering Periods. Each calendar quarter shall be an Offering Period;
provided, however, that the initial Offering Period may, at the discretion of
the Board, start on any date specified by the Board and end on the last day of
such calendar quarter.
5. Participation. An Eligible Employee shall become a Participant by
completing a subscription agreement in such form as shall be specified by the
Company ("Subscription Agreement"), and returning it to the Stock Administrator
prior to the Enrollment Date of the applicable Offering Period, unless a later
time for filing the Subscription Agreement is set by the Board for all Eligible
Employees with respect to such Offering Period.
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6. Payment for Shares.
(a) At the time a Participant files his or her Subscription Agreement,
such Participant shall elect to have payroll deductions made on each pay
date during the Offering Period at a whole percentage rate not to exceed
ten percent (10%) of the Compensation which he or she receives on each pay
date during the Offering Period.
(b) All payroll deductions made by a Participant shall be credited to
his or her Participant Account under the Plan. A Participant may not make
any separate cash payment into his or her Participant Account.
(c) A Participant may discontinue his or her participation in the Plan
as provided in paragraph 10, but no other change can be made during an
Offering Period and, specifically, a Participant may not alter the amount
of his or her payroll deductions for that Offering Period.
7. Grant of Option.
(a) On the Enrollment Date of each Offering Period each Eligible
Employee shall be granted an option to purchase on the subsequent Exercise
Date up to a number of whole Shares determined by dividing ten percent
(10%) of the Eligible Employee's Compensation by ninety percent (90%) of
the fair market value of a Share on the Enrollment Date; provided, however,
that the number of Shares subject to such option shall be reduced, if
necessary, to a number of Shares which would not exceed the limitations
described in paragraph 3(b) or paragraph 12(a) hereof. The fair market
value of a Share shall be determined as provided in paragraph 7(b) herein.
(b) The exercise price per Share offered in a given Offering Period
(the "Exercise Price") shall be ninety percent (90%) of the fair market
value of a Share on the Enrollment Date of such Offering Period. The fair
market value of a Share on an Enrollment Date shall be the closing price of
such Share as reported by the New York Stock Exchange on such date or the
most recent trading date preceding such date (or if the Shares did not
trade on such date, for the most recent trading day preceding the
Enrollment Date, as the case may be, on which the Shares traded).
8. Exercise of Option. The Participant's option for the purchase of Shares
will be exercised automatically on the Exercise Date of the Offering Period of
reference by purchasing the maximum number of whole Shares subject to such
option which may be purchased at the Exercise Price with the funds in his or her
Participant Account unless prior to such Exercise Date the Participant has
withdrawn from the Offering Period pursuant to paragraph 10. During a
Participant's lifetime, a Participant's option to purchase Shares hereunder is
exercisable only by such Participant.
9. Delivery. Shares issued pursuant to the exercise of the option will be
held in custody by the Plan Custodian until termination of the Participant's
Continuous Status as an Employee or request by the Participant for delivery of
all Shares. All dividends will be credited to the Participant's account and will
be reinvested for additional Shares. Shares shall be delivered within forty-five
(45) days after termination or receipt of such request.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions credited to his or her Participant Account at any time
by notice in the form specified by the Company given to the Stock
Administrator prior to the Exercise Date. All of the Participant's payroll
deductions credited to his or her Participant Account will be paid to such
Participant as soon as practicable after receipt of his or her notice of
withdrawal. Such withdrawal shall permanently terminate the Participant's
participation for the Offering Period in which the withdrawal occurs.
(b) In the event of the termination of the Participant's Continuous
Status as a Employee for any reason other than death, on or before the
Exercise Date of reference, he or she will be deemed to have elected to
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withdraw from the Plan and receive any Shares held by the Plan Custodian
for the Participant and any funds credited to his or her Participant
Account on the date of such withdrawal; provided, however, that a
Participant who goes on a leave of absence shall be permitted to remain in
the Plan with respect to an Offering Period which commenced prior to the
beginning of such leave of absence. Payroll deductions for a Participant
who has been on a leave of absence will resume upon return to work at the
same rate as in effect prior to such leave unless the leave of absence
begins in one Offering Period and ends in a subsequent Offering Period, in
which case the Participant shall not be permitted to re-enter the Plan
until a new Subscription Agreement is filed with respect to an Offering
Period which commences after such Participant has returned to work from
the leave of absence.
(c) Upon termination of the Participant's Continuous Status as an
Employee because of death, any unused funds in such Participant Account
will be returned to his or her estate, without interest.
(d) A Participant's withdrawal from one Offering Period will not have
any effect upon his or her eligibility to participate in a different
Offering Period or in any similar Plan which may hereafter be adopted by
the Company.
11. Interest. No interest shall accrue on the payroll deductions of a
Participant in the Plan.
12. Shares.
(a) The maximum number of Shares which shall be made available for
sale under the Plan shall be one hundred fifty thousand (150,000) Shares,
subject to adjustment upon changes in capitalization of the Company as
provided in paragraph 17. Either authorized and unissued Shares or issued
Shares heretofore or hereafter reacquired by the Company may be made
subject to purchase under the Plan, in the sole and absolute discretion of
the Board. Further, if for any reason any purchase of Shares under the Plan
is not consummated, the Shares subject to such Subscription Agreement may
be subjected to a new Subscription Agreement under the Plan. If, on a given
Exercise Date, the Shares with respect to which options are to be exercised
exceed the Shares then available under the Plan, the Company shall make a
pro rata allocation of the Shares remaining available for purchase in as
uniform a manner as shall be practicable and as it shall determine to be
equitable. In such event, the Company shall give notice of such reduction
of the Shares which each Participant shall be allowed to purchase.
Notwithstanding anything to the contrary herein, the Company shall not be
obligated to issue Shares hereunder if, in the opinion of counsel for the
Company, such issuance would constitute a violation of federal or state
securities laws or the laws of any country.
(b) Neither the Participant nor his or her beneficiaries will have any
interest or voting right in Shares covered by his or her option until such
option has been exercised and the Shares purchased.
13. Administration. The Plan shall be administered by the Stock
Administrator appointed by the Board. The Stock Administrator shall have all of
the powers of the Board with respect to the Plan except for those powers set
forth in paragraph 18 hereof. Members of the Board who are Eligible Employees
are permitted to participate in the Plan; provided, however, that (i) members of
the Board who are Eligible Employees may not vote on any matter affecting the
administration of the Plan or the grant of any option pursuant to the Plan, and
(ii) if a committee is appointed to be the Stock Administrator, no member of
such committee will be eligible to participate in the Plan. The Stock
Administrator appointed hereunder shall have the following powers and duties:
(a) To direct the administration of the Plan in accordance with the
provisions herein set forth;
(b) To adopt rules of procedure and regulations necessary for the
administration of the Plan provided the rules are not inconsistent with the
terms of the Plan;
(c) To determine, in its sole discretion, all questions with regard to
rights of Employees and Participants under the Plan, including but not
limited to, the eligibility of an Employee to participate in the Plan;
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(d) To enforce the terms of the Plan and the rules and regulations it
adopts;
(e) To direct the distribution of the Shares purchased hereunder;
(f) To furnish the Employer with information which the Employer may
require for tax or other purposes;
(g) To engage the service of counsel (who may, if appropriate, be
counsel for the Employer) and agents whom it may deem advisable to assist
it with the performance of its duties;
(h) To prescribe procedures to be followed by Eligible Employees in
electing to participate herein;
(i) To receive from each Employer and from Employees such information
as shall be necessary for the proper administration of the Plan;
(j) To maintain, or cause to be maintained, separate accounts in the
name of each Participant to reflect the Participant's Account under the
Plan;
(k) To interpret and construe the Plan in its sole discretion; and
(l) To make any changes or modifications necessary to administer and
implement the provisions of this Plan in any foreign country to the fullest
extent possible.
14. Transferability. Neither any monies credited to a Participant's
Participant Account nor any rights with regard to the exercise of an option to
receive Shares under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way (other than by will or by laws of descent and
distribution) by the Participant. Any such attempt at assignment, transfer,
pledge, or other disposition shall be without effect, except that the Company
shall treat such act as an election to withdraw funds in accordance with
paragraph 10.
15. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such funds.
16. Reports. Individual Participant Accounts will be maintained for each
Participant, and statements will be given to Participants promptly following an
Exercise Date, which statements will set forth the amounts of payroll
deductions, the per Share purchase price, the Shares purchased, and the
remaining cash balance, if any.
17. Adjustments Upon Changes in Capitalization. If an option under this
Plan is exercised subsequent to any stock split, spinoff, recapitalization,
reorganization, reclassification, merger, consolidation, exchange of shares, or
the like occurring after such option was granted, as a result of which shares of
any class of stock shall be issued in respect of the outstanding shares, or
shares shall be changed into a different number of the same or another class or
classes, the number of Shares to which such option shall be applicable and the
option price for such Shares shall be appropriately adjusted by the Company. Any
such adjustment, however, in the Shares shall be made without change in the
total price to be paid upon exercise of any option granted under the Plan which
has not been exercised in full, but shall involve only, if appropriate on
adjustment, in the price per Share. Notwithstanding the above, no adjustments
shall be made for stock dividends. For the purposes of this paragraph, any
distribution of Shares to shareholders in an amount aggregating twenty percent
(20%) or more of the outstanding Shares shall be deemed a stock split and any
distributions of Shares aggregating less than twenty percent (20%) of the
outstanding Shares shall be deemed a stock dividend.
In the event of the proposed dissolution or liquidation of the Company or
upon a proposed reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the surviving
corporation, or upon a proposed sale of substantially all of the property or
stock of the Company to
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another corporation, the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board,
and the holder of each option then outstanding under the Plan will thereafter be
entitled to receive, upon the exercise of such option, as nearly as reasonably
may be determined, the cash, securities and/or property which a holder of one
Share was entitled to receive upon and at the time of such transaction for each
Share to which such option shall be exercised. The Board shall take such steps
in connection with such transactions as the Board may deem necessary to assure
that the provisions of this paragraph 17 shall thereafter be applicable, as
nearly as reasonably may be determined, in relation to the said cash,
securities, and/or property as to which such holder of such option might
thereafter be entitled to receive.
18. Amendment or Termination. The Board may at any time and for any reason
terminate or amend the Plan; provided, however, that the Board shall not,
without the approval of the stockholders of the Company, (i) increase the
maximum number of Shares which may be issued under the Plan (except pursuant to
paragraph 17) or (ii) amend the requirements as to the class of employees
eligible to purchase Shares under the Plan, or, if a committee is appointed as
the Stock Administrator pursuant to paragraph 13, permit the members of such
committee to participate in the Plan. The Plan shall automatically terminate on
the Exercise Date that Participants become entitled to purchase a number of
Shares greater than the number available for purchase under paragraph 12. In the
event of an automatic termination, reserved Shares remaining as of such Exercise
Date shall be sold to Participants on a pro rata basis, as described in
paragraph 12. Except as specifically provided in the Plan, as required to comply
with Code section 423, or as required to obtain a favorable ruling from the
Internal Revenue Service, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any Participant
without the consent of such Participant.
19. Notices. All notices or other communications by an Eligible Employee or
a Participant to the Company under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.
20. Shareholder Approval. Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or after
the date the Plan is adopted. Notwithstanding any provision to the contrary,
failure to obtain such shareholder approval shall void the Plan, any options
granted under the Plan, any Share purchases pursuant to the plan, and all rights
of all Participants.
21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, the
rules and regulations promulgated under both sets of laws, and the requirements
of any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
22. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the stockholders of the Company
as described in paragraph 20. It shall continue in effect for a term of ten (10)
years unless sooner terminated under paragraphs 18 or 20.
23. No Rights Implied. Nothing contained in this Plan, any modification or
amendment to the Plan, or the creation of any Participant Account, the execution
of any Subscription Agreement, or the issuance of any Shares, shall give any
Employee or Participant any right to continue employment, any legal or equitable
right against the Employer or Company or any officer, director, or employee of
the Employer or Company, or interfere in any way with the Company's right to
terminate or otherwise modify an Employee's employment at any time, except as
expressly provided by the Plan.
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24. Severability. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, but such provision shall be fully
severable and the Plan shall be construed and enforced as if the illegal or
invalid provision had never been included herein.
25. Notice. Any notice required to be given herein by the Employer, the
Company, or the Board shall be deemed delivered when (a) personally delivered,
including electronic transmission in such form as the Board shall direct, or (b)
placed in the mail of the country of the sender in an envelope addressed to the
last known address of the person to whom the notice is given.
26. Waiver of Notice. Any person entitled to notice under the Plan may
waive the notice.
27. Successors and Assigns. The Plan shall be binding upon all persons
entitled to purchase Shares under the Plan, their respective heirs, legatees,
and legal representatives, including, without limitation, such person's estate
and the executors, any receiver, trustee in bankruptcy or representative of
creditors of such person, and upon the Employer, its successors and assigns.
28. Headings. The titles and headings of the paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
29. Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of
Delaware except to the extent Delaware law is preempted by federal statute. The
obligation of the Employer to sell and deliver Shares under the Plan is subject
to applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Shares.
30. No Liability for Good Faith Determinations. Neither the members of the
Board nor any member of the committee appointed to be the Stock Administrator
(nor their delegates) shall be liable for any act, omission, or determination
taken or made in good faith with respect to the Plan or any right to purchase
Shares granted under it, and members of the Board and the Stock Administrator
(and their delegates) shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Company, and amounts paid
in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising therefrom to the full extent permitted by law and under any
directors' and officers' liability or similar insurance coverage that may from
time to time be in effect.
31. Participating Employers. This Plan shall constitute the Employee Stock
Purchase Plan of the Company and each Designated Subsidiary. A Designated
Subsidiary may withdraw from the Plan as of any Enrollment Date by giving
written notice to the Board, which notice must be received by the Board at least
thirty (30) days prior to such Enrollment Date.
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| As filed with the Securities and Exchange Commission on August 4, 2000 | ||
| Registration No. 333-____ | ||
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| SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Murphy Oil Corporation (Exact name of registrant as specified in its charter) |
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| Delaware
(State or other jurisdiction of incorporation or organization) |
2911
(Primary Standard Industrial Classification Code Number) |
71-0361522
(I.R.S. Employer Identification No.) |
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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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| Steven A. Cossé
(Senior Vice President and 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 |
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Copy to: Barbara Nims Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
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| CALCULATION OF REGISTRATION FEE | ||||
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| 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 |
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Murphy Oil Corporation Common Stock par value $1.00 per share |
100,000 shares | $ 61.10 | $ 6,110,000 | $ 1,613.04 |
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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 August 1, 2000. | |||
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| PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT |
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE |
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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, 1999. (2) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000. (3) 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 the date hereof 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. (4) 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(4) 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
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| 4.01 | Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 4.01 to the Registrant's Form S-8 filed on May 1997 (Registration No. 333-27407))* | |
| 4.02 | By-Laws of Registrant, as amended December 1, 1999 (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999)* | |
| 5.01 | Opinion of Davis Polk & Wardwell | |
| 23.01 | Consent of KPMG LLP | |
| 23.02 | Consent of Davis Polk & Wardwell (included in Exhibit 5.01) | |
| 99.01 | Murphy Oil Corporation Employee Stock Purchase Plan | |
| __________________
* Incorporated herein by reference |
| Item 9. UNDERTAKINGS | |
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(a) The undersigned Registrant hereby undertakes: |
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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); |
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(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 |
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(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; |
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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. |
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(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. |
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(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. |
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(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. |
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(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. |
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| SIGNATURES |
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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 August 2, 2000. |
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| MURPHY OIL CORPORATION
By: /s/ Steven A. Cossé |
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| Name: Steven A. Cossé
Title: Senior Vice President, General Counsel |
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5 |
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| Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement
has been signed below on August 2, 2000 by the following persons in the
capacities and on the date indicated.
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| /s/ R. Madison
Murphy
R. Madison Murphy, Chairman and Director |
/s/ Claiborne
P. Deming
Claiborne P. Deming, President and Chief Executive Officer and Director (Principal Executive Officer) |
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| /s / B.R.R. Butler
B.R.R. Butler, Director |
/s/ George S. Dembroski
George S. Dembroski, Director |
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| /s/ H. Rodes Hart
H. Rodes Hart, Director |
/s/ Robert A. Hermes
Robert A. Hermes, Director |
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| /s/ Michael W. Murphy
Michael W. Murphy, Director |
/s/ William C. Nolan, Jr.
William C. Nolan Jr., Director |
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| /s/ Caroline G. Theus
Caroline G. Theus, Director |
/s/ Steven A. Cossé
Steven A. Cossé, Senior Vice President and General Counsel (Principal Financial Officer) |
/s/ John W. Eckart
John W. Eckart, Controller (Principal Accounting Officer) |
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6 |
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| INDEX TO EXHIBITS
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| Exhibit
Number |
Exhibit | |
| 4.01 | Certificate of Incorporation of the Registrant, as amended* | |
| 4.02 | By-Laws of Registrant, as amended* | |
| 5.01 | Opinion of Davis Polk & Wardwell | |
| 23.01 | Consent of KPMG LLP | |
| 23.02 | Consent of Davis Polk & Wardwell (included in Exhibit 5.01) | |
| 99.01 | Murphy Oil Corporation Employee Stock Purchase Plan | |
| __________________
* Incorporated herein by reference |
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7 |
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