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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/26/14 QEP Field Services Co 10-12B 2:2.7M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-12B Form 10 HTML 27K 2: EX-99.1 Miscellaneous Exhibit HTML 1.39M
Form 10 |
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2014
Registration No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
QEP Field Services Company
(Exact name of Registrant as Specified in Its Charter)
Delaware | 4922 | 87-0509483 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1050 17th Street, Suite 800
(303) 672-6900
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered |
Name of Each Exchange on which Each Class is to be Registered | |
Common stock, par value $0.01 per share | The New York Stock Exchange, Inc. |
Securities to be registered pursuant to Section 12(g) of the Act:
None
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 | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
QEP FIELD SERVICES COMPANY
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
The information required by the following Form 10 Registration Statement items is contained in sections of the Information Statement, filed herewith as Exhibit 99.1, that we identify below, each of which we incorporate in this report by reference:
Item 1. Business
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Arrangements Between QEP and Our Company and Other Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the sections “Risk Factors” and “Forward-Looking Statements” of the Information Statement. Those sections are incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Summary Historical and Pro Forma Combined Financial and Operating Data,” “Capitalization,” “Selected Historical and Pro Forma Combined Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and “Index to Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the sections “Business—Our Assets and Operations” and “Business—Title to Properties and Permits” of the Information Statement. Those sections are incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management,” “Executive Compensation” and “Arrangements Between QEP and Our Company and Other Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Trading Market,” “Dividend Policy,” “Executive Compensation” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
The information required by this item is contained under the section “Description of Capital Stock—Recent Sale of Unregistered Securities” of the Information Statement. That section is incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the section “Description of Capital Stock—Recent Sale of Unregistered Securities” of the Information Statement. That section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the section “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors” of the Information Statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Summary Historical and Pro Forma Combined Financial and Operating Data,” “Selected Historical and Pro Forma Combined Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) | Financial Statements |
The information required by this item is contained under the section “Index to Financial Statements” of the Information Statement. That section is incorporated herein by reference.
(b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit |
Description | |
2.1* | Form of Separation and Distribution Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
3.1* | Amended and Restated Certificate of Incorporation of Entrada Midstream, Inc. | |
3.2* | Amended and Restated Bylaws of Entrada Midstream, Inc. | |
10.1* | Form of Transition Services Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
10.2* | Form of Tax Sharing Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
10.3* | Form of Employee Matters Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
10.4* | Form of Credit Agreement | |
21.1* | List of Subsidiaries of Entrada Midstream, Inc. | |
99.1 | Information Statement of Entrada Midstream, Inc., preliminary and subject to completion, dated June 26, 2014 |
* | To be filed by amendment. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
QEP Field Services Company | ||
BY: | /s/ Charles B. Stanley | |
Charles B. Stanley | ||
Chairman, President and Chief Executive Officer |
Date: June 26, 2014
Exhibit |
Description | |
2.1* | Form of Separation and Distribution Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
3.1* | Amended and Restated Certificate of Incorporation of Entrada Midstream, Inc. | |
3.2* | Amended and Restated Bylaws of Entrada Midstream, Inc. | |
10.1* | Form of Transition Services Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
10.2* | Form of Tax Sharing Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
10.3* | Form of Employee Matters Agreement between QEP Resources, Inc. and Entrada Midstream, Inc. | |
10.4* | Form of Credit Agreement | |
21.1* | List of Subsidiaries of Entrada Midstream, Inc. | |
99.1 | Information Statement of Entrada Midstream, Inc., preliminary and subject to completion, dated June 26, 2014 |
* | To be filed by amendment. |
This ‘10-12B’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 6/26/14 | None on these Dates | ||
List all Filings |