As filed with the Securities and Exchange Commission on
July 23, 2021
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
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75-2677995
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3000 North Sam Houston Parkway East
(Address of Principal Executive Offices) (Zip Code)
Halliburton Company Stock and Incentive Plan
and
Halliburton Company Employee Stock Purchase Plan
As Amended and Restated
(Full Title of the Plan)
______________________
Executive Vice President, Secretary and Chief Legal Officer
Halliburton Company
3000 North Sam Houston Parkway East
(Name and Address of Agent for Service)
(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):
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Large accelerated filer ☑
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Accelerated filer □
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Non-accelerated filer □
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Smaller reporting company □
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(Do not check if a smaller reporting company)
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______________________
(Calculation of Registration Fee on following page)
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
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Amount To Be
Registered (1)
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Proposed Maximum Offering Price
Per Share (2)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Halliburton Company Stock and Incentive Plan, Common Stock, $2.50 par value per share
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16,825,000
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$19.27
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$324,217,750
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$35,372.16
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Halliburton Company Employee Stock Purchase Plan, Common Stock, $2.50 par value per share
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30,000,000
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$19.27
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$578,100,000
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$63,070.71
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TOTAL
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46,825,000
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$19.27
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$902,317,750
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$98,442.87
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(1)
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This Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any
stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s common stock.
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(2)
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Estimated in accordance with Rules 457(c) and (h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. Computation based upon the average of
the high and low prices of the Registrant’s common stock as reported on NYSE on July 19, 2021.
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Item 3. Incorporation of Documents by Reference II-1
Item 4. Description of Securities
II-1
Item 5. Interests of Named Experts and Counsel II-1
Item 6. Indemnification of Directors and Officers II-1
Item 7. Exemption from Registration Claimed II-2
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 and non-management directors 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.
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”):
(b)
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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; and
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(c)
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The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B (No. 001-03492) filed with the Commission on December 12, 1996, including any other amendments
or reports filed for the purpose of updating such description.
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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.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered hereby has been passed upon for Registrant by Bruce A. Metzinger, Vice President and Assistant Secretary. Mr. Metzinger owns Halliburton Common Stock
and options to purchase Halliburton Common Stock.
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 any person who is or was
a party or is threated to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in right of the corporation), whether civil, criminal, administrative, or investigative, by reason of the fact
that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another entity, for expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in any such action, suit, or proceeding.
Section 145 of the DGCL also provides that a Delaware corporation has the power, under specified circumstances, to indemnify any person who is or was a party or is threatened to be made a party to
any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee, or agent of another entity for expenses (including attorneys’ fees) actually and reasonably incurred in such action or suit.
The Tenth Article of
the Registrant's restated
certificate of incorporation together with Section 36 of its
by-laws generally provide for mandatory indemnification of each person who is or was made a
party to or involved in any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding because:
(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,
In addition,
the Registrant has entered into indemnification agreements with each of its directors and executive officers.
Section 36 of
the Registrant’s
by-laws provides that
the Registrant may maintain insurance, at its own expense, to protect itself and any present or former director or officer of
the Registrant or
any such director or officer serving at the request of
the Registrant as a director, officer, employee, or agent of another entity against any expense, liability, or loss reasonably incurred or suffered. 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)
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for any breach of the director’s duty of loyalty to the corporation or its stockholders;
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(ii)
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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(iii)
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under Section 174 of the DGCL, relating to liability for unlawful acquisitions or redemptions of, or payment of dividends on, capital stock; or
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(iv)
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for any transaction from which the director derived an improper personal benefit.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Exhibit
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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8-K
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3.1
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8-K
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3.1
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X
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X
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X
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Abdulaziz F. Al Khayyal
William E. Albrecht
M. Katherine Banks
Alan M. Bennett
Milton Carroll
Murry S. Gerber
Patricia Hemingway Hall
Robert A. Malone
Bhavesh V. Patel
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X
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DEF 14A
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Appendix A
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DEF 14A
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Appendix B
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X
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X
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X
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10-K
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10.43
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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.
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
July 23, 2021.
Halliburton Company
Executive Vice President, Secretary and Chief Legal Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of
the Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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Chairman, President, and Chief Executive Officer and Director
(Principal Executive Officer)
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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*
Abdulaziz F. Al Khayyal
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Director
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Director
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M. Katherine Banks
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Director
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Director
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Director
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Director
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Patricia Hemingway Hall
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Director
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Director
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Bhavesh V. Patel
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Director
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Attorney-in-Fact
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Exhibit
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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8-K
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3.1
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4.1
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8-K
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3.1
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4.2
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X
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X
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X
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Abdulaziz F. Al Khayyal
William E. Albrecht
M. Katherine Banks
Alan M. Bennett
Milton Carroll
Murry S. Gerber
Patricia Hemingway Hall
Robert A. Malone
Bhavesh V. Patel
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X
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X
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X
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X
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X
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X
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10-K
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10.43
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