As filed with the Securities and Exchange Commission on April 28, 2022

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

Helmerich & Payne, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or Other Jurisdiction of Incorporation or

Organization)

73-0679879
(I.R.S. Employer Identification No.)

 

1437 South Boulder Ave., Suite 1400

Tulsa, Oklahoma 74119

(918) 742-5531

(Address, including zip code, and telephone number, including area code, of principal executive offices)

 

Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan

(Full title of the plan)

 

Debra R. Stockton

Vice President and General Counsel

1437 South Boulder Ave., Suite 1400

Tulsa, Oklahoma 74119

(Name and address, including zip code, and 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

       
Large accelerated filer x Accelerated filer ¨
       
Non-accelerated filer ¨ 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.  ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Helmerich & Payne, Inc. (the “Company”) to register an additional 4,650,000 shares of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”), to be offered and sold under the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “Plan”).

 

On a Registration Statement on Form S-8 (No. 333-237161), filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 13, 2020 (the “Prior Registration Statement”), the Company previously registered 6,000,000 shares of Common Stock to be offered and sold under the Plan.

 

In accordance with General Instruction E to Form S-8, the Company hereby incorporates by reference the Prior Registration Statement except as the same may be modified by the information set forth in this Registration Statement.

 

PART I

 

Item 1. Plan Information.(1)

 

Item 2. Registrant Information and Employee Plan Annual Information.(1)

 

 

(1)Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8, and has been or will be sent or given to participants in the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan as specified in Rule 428(b)(1).

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.Exhibits.

 

Exhibit No.            Exhibit Description

 

4.1Amended and Restated Certificate of Incorporation of Helmerich & Payne, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8-K filed on March 14, 2012).

 

4.2Amended and Restated By-laws of Helmerich & Payne, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 2, 2021).

 

4.3 Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated herein by reference to Appendix “A” of the Company’s Proxy Statement filed January 18, 2022).

 

5.1*Opinion of Gibson, Dunn & Crutcher LLP as to the legality of shares of Common Stock being registered.

 

23.1* Consent of Ernst & Young LLP.

 

23.2*Consent of Gibson, Dunn & Crutcher LLP (contained in the opinion filed as Exhibit 5.1).

 

24.1*Power of Attorney (included on signature page hereto).

 

107.1*Filing Fee Table.

 

 

*Filed herewith.

 

 

 

 

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;

 

(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 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 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 reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange 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 Securities 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 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.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Tulsa, State of Oklahoma, on this 28th day of April, 2022.

 

  HELMERICH & PAYNE, INC.
     
  By: /s/ John W. Lindsay
  Name: John W. Lindsay
  Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints John W. Lindsay, Mark W. Smith, Cara M. Hair, Debra R. Stockton and William H. Gault, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her 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 Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated.

 

Signature   Title Date
 
    Director, President and Chief  
/s/ John W. Lindsay   Executive Officer April 28, 2022
John W. Lindsay   (Principal Executive Officer)  
     
    Senior Vice President and  
/s/ Mark W. Smith   Chief Financial Officer April 28, 2022
Mark W. Smith   (Principal Financial Officer)  
       
    Vice President and Chief  
/s/ Sara M. Momper   Accounting Officer April 28, 2022
Sara M. Momper   (Principal Accounting Officer)  
       
/s/ Hans Helmerich   Director and Chairman of the April 28, 2022
Hans Helmerich   Board  
       
/s/ Delaney Bellinger   Director April 28, 2022
Delaney Bellinger      
       
/s/ Belgacem Chariag   Director April 28, 2022
Belgacem Chariag      
       
/s/ Kevin G. Cramton   Director April 28, 2022
Kevin G. Cramton      
       
/s/ Randy A. Foutch   Director April 28, 2022
Randy A. Foutch      
       
/s/ José R. Mas   Director April 28, 2022
José R. Mas      
       
/s/ Thomas A. Petrie   Director April 28, 2022
Thomas A. Petrie      
       
/s/ Donald F. Robillard, Jr.   Director April 28, 2022
Donald F. Robillard, Jr.      
       
/s/ Edward B. Rust, Jr.   Director April 28, 2022
Edward B. Rust, Jr.      
       
/s/ Mary M. VanDeWeghe   Director April 28, 2022
Mary M. VanDeWeghe      
       
/s/ John D. Zeglis   Director April 28, 2022
John D. Zeglis      

 

 

 

Exhibit 5.1

 

 

 

 

April 28, 2022

 

Helmerich & Payne, Inc.

1437 South Boulder Ave., Suite 1400

Tulsa, Oklahoma 74119

 

Re:Proposed Offering of up to 4,650,000 Shares of Common Stock of Helmerich & Payne, Inc. Pursuant to the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Helmerich & Payne, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 4,650,000 shares of the Company’s Common Stock, par value $0.10 per share (the “Shares”), available for issuance pursuant to the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “Plan”).

 

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plan and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

 

 

 

 

 

 

 

 

 

Helmerich & Payne, Inc.

 

Page 2

 

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

Very truly yours,

 

/s/ Gibson, Dunn & Crutcher LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan of our reports dated November 18, 2021, with respect to the consolidated financial statements of Helmerich & Payne, Inc. and the effectiveness of internal control over financial reporting of Helmerich & Payne, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended September 30, 2021, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Tulsa, Oklahoma

April 28, 2022

 

 

 

 

EX-FILING FEES

 

Exhibit 107.1

 

Form S-8

(Form Type)

 

HELMERICH & PAYNE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security
Type
 

Security

Class Title(1) 

 

Fee Calculation

Rule 

 

Amount

Registered(1) 

  

Proposed

Maximum

Offering

Price Per Share 

  

Maximum

Aggregate

Offering

Price 

   Fee Rate 

Amount of

Registration Fee 

 
Equity  Common Stock, $0.10 par value per share, to be issued under the Helmerich & Payne, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “Plan”)  Other(2)    4,650,000   $42.84(2)   $199,206,000(2)    $92.70 per $1,000,000  $18,466.40 
Total Offering Amounts        $199,206,000      $18,466.40 
Total Fee Offsets                $0.00 
Net Fee Due                $18,466.40 

 

  (1) Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”), also includes additional shares of Common Stock, par value of $0.10 per share (“Common Stock”) of Helmerich & Payne, Inc. in respect of the securities identified in the above table that may become issuable through the Plan as a result of any stock dividend, stock split, recapitalization or other similar transactions.

 

  (2) Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act.  The offering price and registration fee are based on a price of $42.84 per share of Common Stock, which price is an average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on April 25, 2022.