As filed with the Securities and Exchange Commission on March 28, 2001
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 or Classification
organization) Code 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
1992 STOCK INCENTIVE PLAN
(Full title of the plan)
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Steven A. Cosse
(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
Copy to:
Andrew Stumpff
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Amount to be Offering Price Offering Registration
Title of Securities to be Registered Registeered(1) Per Share(2) Price (2) Fee
------------------------------------ -------------- -------------- --------- -------------
Murphy Oil Corporation Common Stock par 500,000 $61.80 $30,900,000 $7,725
value $1.00 per share.................... shares
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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 March 22, 2001.
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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, 2000.
(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 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.
(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
The validity of plan interests offered hereby will be passed upon for the
Registrant by Walter K. Compton Esq. Manager, Law Department & Corporate
Secretary of Murphy Oil Corporation. As of the date of this Registration
Statement, the fair market value of securities of the Registrant, including
options, beneficially owned by Mr. Compton exceeds $50,000 and, accordingly,
such interest is deemed to represent a substantial interest in the Registrant.
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
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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, as amended (filed
as Exhibit 4.01 to the Registrant's Form S-8 filed on May 19,
1997 (Registration No. 333-27407))*
4.02 By-Laws of Registrant, as amended February 7, 2001 (filed as
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000)*
5.01 Opinion of Walter K. Compton, Esq.
23.01 Consent of KPMG LLP
23.02 Consent of Walter K. Compton, Esq. (included in Exhibit 5.01)
24.01 Power of Attorney
99.01 Murphy Oil Corporation 1992 Stock Incentive Plan, as amended May
14, 1997 (filed as Exhibit 10.2 of Murphy's 10-Q for the
quarterly period ended June 30, 1997 (Registration No.
333-27407))*
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* Incorporated herein by reference
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
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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;
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.
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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 El Dorado, State of Arkansas, on March 28, 2001.
MURPHY OIL CORPORATION
By: /s/ Walter K. Compton
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Name: Walter K. Compton
Title: Manager, Law Department
& Corporate Secretary
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INDEX TO EXHIBITS
Exhibit
Number Exhibits
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4.01 Certificate of Incorporation of the Registrant, as amended*
4.02 By-Laws of the Registrant, as amended*
5.01 Opinion of Walter K. Compton, Esq.
23.01 Consent of KPMG LLP
23.02 Consent of Walter K. Compton, Esq. (included in Exhibit 5.01).
24.01 Power of Attorney
99.01 Murphy Oil Corporation 1992 Stock Incentive Plan, as amended
May 14, 1997 (filed as Exhibit 10.2 of Murphy's 10-Q for the
quarterly period ended June 30, 1997 (Registration No.
333-27407))*
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* Incorporated herein by reference.
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EXHIBIT 5.01
LETTERHEAD OF MURPHY OIL CORPORATION
March 27, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Murphy Oil Corporation
1992 Stock Incentive Plan
Dear Sirs:
As Manager, Law Department & Corporate Secretary of Murphy Oil
Corporation, (the "Company"), I advise you as follows in connection with the
filing by the Company of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, with respect to the shares (the "Shares") of
Common Stock ($1.00 par value) issuable pursuant to the 1992 Stock Incentive
Plan (the "Plan").
As Manager, Law Department & Corporate Secretary for the Company, I, or
attorneys under my supervision, have participated in the preparation of the
Registration Statement and have examined and relied upon such documents,
opinions, precedents, records and other materials as I have deemed necessary or
appropriate to provide a basis for the opinion set forth below. In this
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as original documents and conformity to
original documents of all documents submitted to me as certified or photostatic
copies.
Based on the foregoing, I am of the opinion that the Shares deliverable
pursuant to the Plan, when delivered in accordance with the Plan upon receipt by
the Company of adequate consideration therefor, will be duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Sincerely,
/s/ Walter K. Compton
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Walter K. Compton
EXHIBIT 23.01
Letterhead of KPMG LLP
Independent Auditors' Consent
The Board of Directors
Murphy Oil Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
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KPMG LLP
Shreveport, Louisiana
March 27,2001
EXHIBIT 24.01
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 Power
of Attorney, has been executed by the following persons in the capacities
indicated on March 26, 2001.
Signature Title
/s/ R. Madison Murphy
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R. Madison Murphy Chairman and Director
/s/ Claiborne P. Deming
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Claiborne P. Deming President and Chief Executive Officer and
Director (Principal Executive Officer)
/s/ B.R.R. Butler
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B. R. R. Butler Director
/s/ George S. Dembroski
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George S. Dembroski Director
/s/ H. Rodes Hart
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H. Rodes Hart Director
/s/ Robert A. Hermes
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Robert A. Hermes Director
/s/ Michael W. Murphy
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Michael W. Murphy Director
/s/ William C. Nolan, Jr.
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William C. Nolan, Jr. Director
/s/ William L. Rosoff
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William L. Rosoff Director
/s/ David J.H. Smith
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David J. H. Smith Director
/s/ Caroline G. Theus
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Caroline G. Theus Director
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Signature Title
/s/ Steven A. Cosse Senior Vice President, General Counsel
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Steven A. Cosse
/s/ John W. Eckart
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John W. Eckart Controller (Principal Accounting Officer)
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