HALLIBURTON CO — Regulatory Filings 2009

May 21, 2009

S-8 1 sipesppreg.htm S-8 SIP ESPP 052109 sipesppreg.htm Licensed to: Halliburton Document Created using EDGARizer 4.0.6.3 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

As filed with the Securities and Exchange Commission on May 21, 2009

Registration No. 333-

UNITED STATES

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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HALLIBURTON COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	75-2677995
(State
or Other Jurisdiction of
Incorporation or Organization)	(I.R.S.
Employer Identification
No.)

5 Houston Center

1401 McKinney, Suite 2400

Houston, Texas 77010

(Address of Principal Executive Offices) (Zip Code)

Halliburton Company Stock and Incentive Plan

Halliburton Company Employee Stock Purchase Plan

(Full Title of the Plan)

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Albert O. Cornelison, Jr.

Executive Vice President and General Counsel

Halliburton Company

5 Houston Center

1401 McKinney, Suite 2400

Houston, Texas 77010

(Name and Address of Agent For Service)

(713) 759-2600

(Telephone Number, including area code, of agent for service)

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Copies to:

Jonathan M. Ocker, Esq.

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, CA 94105

(415) 773-5595

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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):

| Large
accelerated filer þ |
| --- |
| (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 | Amount
To Be Registered
(1) | Proposed
Maximum Offering Price Per
Unit (2) | Proposed
Maximum Aggregate Offering Price | Amount
of Registration Fee |
| --- | --- | --- | --- | --- |
| Halliburton
Company Stock and Incentive Plan, Common Stock, $2.50 par value per
share | 34,959,680 | $21.50 | $751,633,120 | $41,941 |
| Halliburton
Company Employee Stock Purchase Plan, Common Stock, $2.50 par value per
share | 20,000,000 | $21.50 | $430,000,000 | $23,994 |
| Total | 54,959,680 | $21.50 | | $65,935 |

(1) 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.

(2) 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 the NYSE on May 19, 2009.

TABLE OF CONTENTS

PART II

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

Item 8. Exhibits II-2

Item 9. Undertakings II-4

SIGNATURES

EXHIBIT INDEX

EXHIBIT 5.1

EXHIBIT 23.1

EXHIBIT 23.2

EXHIBIT 24

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6

PART II

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”):

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Commission on February 18, 2009 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b) 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

(c) 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.

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 .

Not applicable.

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 its directors, officers, employees, and agents. Indemnification is allowed in connection with threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, other than an action by or in right of the corporation, brought against them by reason of the fact that they were or are directors, officers, employees, or agents, for:

· expenses, judgments, and fines; and

· amounts paid in settlement actually and reasonably incurred in any action, suit, or proceeding.

The Tenth Article of the Registrant's restated certificate of incorporation together with Section 32 of its by-laws provide for indemnification of each person who is or was made a party to any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceeding because:

(i) the person is or was an officer or director of the Registrant; or

(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,

to the fullest extent permitted by the DGCL as it existed at the time the indemnification provisions of the Registrant's restated certificate of incorporation and the by-laws were adopted or as may be amended. Section 32 of the Registrant's by-laws and the Tenth Article of its restated certificate of incorporation expressly provide that they are not the exclusive methods of indemnification.

Section 32 of the by-laws provides that the Registrant may maintain insurance, at its own expense, to protect itself and any director, officer, employee, or agent of the Registrant or of another entity against any expense, liability, or loss. 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) for any 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) under Section 174 of the DGCL, relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock; or

(iv) for any transaction from which the director derived an improper personal benefit.

The Fifteenth Article of the Registrant's restated certificate of incorporation contains this type of provision.

Item 7. Exemption from Registration Claimed .

Not applicable.

Item 8. Exhibits .

| Exhibit — Number | Exhibit Description | Incorporated by
Reference — Form | File No. | Exhibit | Filing Date | Filed — Herewith |
| --- | --- | --- | --- | --- | --- | --- |
| 4.1 | Restated
Certificate of Incorporation of Halliburton Company, as currently in
effect. | 8-K | 001-3492 | 3.1 | June
5, 2006 | |
| 4.2 | Revised
By-laws of Halliburton Company, as currently in effect. | 8-K | 001-3492 | 3.1 | December
5, 2008 | |
| 5.1 | Opinion
and Consent of Orrick, Herrington & Sutcliffe LLP | | | | | X |
| 23.1 | Consent
of Independent Registered Public Accounting Firm. | | | | | X |
| 23.2 | Consent
of Orrick, Herrington & Sutcliffe LLP (contained in
Exhibit 5.1). | | | | | X |
| 24 | Powers
of Attorney for the following directors: Alan
M. Bennett James
R. Boyd Milton
Carroll S.
Malcolm Gillis James
T. Hackett Robert
A. Malone J.
Landis Martin Jay
A. Precourt Debra
L. Reed | | | | | X |
| 99.1 | Halliburton
Company Stock and Incentive Plan | DEF
14-A | 001-3492 | Appendix
B | April
6, 2009 | |
| 99.2 99.3 99.4 99.5 99.6 | Form
of Nonstatutory Stock Option Agreement Form
of Restricted Stock Agreement Form
of Restricted Stock Unit Agreement Form
of Non-Employee Director Restricted Stock Agreement Halliburton
Company Employee Stock Purchase Plan | DEF
14-A | 001-3492 | Appendix
C | April
6, 2009 | X X X X |

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 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.

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 Houston, State of Texas, on May 20, 2009.

Halliburton Company

By: /s/ Albert O. Cornelison, Jr.

Albert O. Cornelison, Jr.,

Executive Vice President and General Counsel

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.

Signature	Title	Date
/s/
David J.
Lesar David J. Lesar	Chairman
of the Board, President and Chief Executive Officer and
Director (Principal
Executive Officer)	May
20, 2009
/s/
Mark A.
McCollum Mark A. McCollum	Executive
Vice President and Chief Financial Officer (Principal
Financial Officer)	May
20, 2009
/s/
Evelyn M.
Angelle Evelyn M. Angelle	Vice
President, Corporate Controller, and Principal Accounting
Officer	May
20, 2009

II-

* Alan M. Bennett	Director
* James R. Boyd	Director
* Milton Carroll	Director
* S. Malcolm Gillis	Director
* James T. Hackett	Director
* Robert A. Malone	Director
* J. Landis Martin	Lead
Director
* Jay A. Precourt	Director
* Debra L. Reed By: * /s/ Albert O. Cornelison,
Jr. Albert
O. Cornelison, Jr. Attorney-in-fact	Director

II-

EXHIBIT INDEX

| Exhibit — Number | Exhibit Description | Incorporated by
Reference — Form | File No. | Exhibit | Filing Date | Filed — Herewith |
| --- | --- | --- | --- | --- | --- | --- |
| 4.1 | Restated
Certificate of Incorporation of Halliburton Company., as currently in
effect. | 8-K | 001-3492 | 3.1 | June
5, 2006 | |
| 4.2 | Revised
By-laws of Halliburton Company, as currently in effect. | 8-K | 001-3492 | 3.1 | December
5, 2008 | |
| 5.1 | Opinion
and Consent of Orrick, Herrington & Sutcliffe LLP | | | | | X |
| 23.1 | Consent
of Independent Registered Public Accounting Firm. | | | | | X |
| 23.2 | Consent
of Orrick, Herrington & Sutcliffe LLP (contained in
Exhibit 5.1). | | | | | X |
| 24 | Powers
of Attorney for the following directors: Alan
M. Bennett James
R. Boyd Milton
Carroll S.
Malcolm Gillis James
T. Hackett Robert
A. Malone J.
Landis Martin Jay
A. Precourt Debra
L. Reed | | | | | X |
| 99.1 | Halliburton
Company Stock and Incentive Plan | DEF
14A | 001-3492 | Appendix
B | April
6, 2009 | |
| 99.2 99.3 99.4 99.5 99.6 | Form
of Nonstatutory Stock Option Agreement Form
of Restricted Stock Agreement Form
of Restricted Stock Unit Agreement Form
of Non-Employee Director Restricted Stock Agreement Halliburton
Company Employee Stock Purchase Plan | DEF
14A | 001-3492 | Appendix
C | April
6, 2009 | X X X X |