Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
72-1133047
(I.R.S.
Employer
Identification
Number)
|
Title
of Securities to be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum Offering Price
Per
Share (2)
|
Proposed
Maximum Aggregate
Offering
Price (1)
|
Amount
of
Registration
Fee (1)
|
Common
Stock
|
2,750,000
shares
|
$31.29
|
$86,047,500
|
$4,802
|
|
|
|
|
·
|
Annual
Report on Form 10-K for the year ended December 31,
2008;
|
·
|
Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
2009;
|
·
|
Current
Reports on Form 8-K filed on February 6, 2009, March 3,
2009 and April 22, 2009 (excluding any portions of such reports that were
“furnished” rather than “filed”);
and
|
·
|
the
description of the registrant’s common stock contained in the Form 8-A
Registration Statement filed with the SEC on November 4,
1993.
|
Exhibit No.
|
Description
|
|
4.1.1
|
Second
Restated Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3.1 to the registrant’s Annual Report on
Form 10-K for the year ended December 31, 1999 (File No.
1-12534))
|
|
4.1.2
|
Certificate
of Amendment to Second Restated Certificate of Incorporation of the
registrant dated May 15, 1997 (incorporated by reference to
Exhibit 3.1.1 to the registrant’s Registration Statement on
Form S-3 (Registration No. 333-32582))
|
|
4.1.3
|
Certificate
of Amendment to Second Restated Certificate of Incorporation of the
registrant dated May 12, 2004 (incorporated by reference to
Exhibit 4.2.3 to the registrant’s Registration Statement on
Form S-8 (Registration No. 333-116191))
|
|
4.2
|
Amended
and Restated Bylaws of the registrant (incorporated by reference to
Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on
February 6, 2009 (File No. 1-12534))
|
|
5.1
|
Opinion
of John D. Marziotti, General Counsel and Secretary of the
registrant
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.2
|
Consent
of John D. Marziotti (included in Exhibit 5.1)
|
|
24.1
|
Powers
of Attorney (included on the signature pages to this registration
statement)
|
|
99.1
|
Newfield
Exploration Company 2009 Omnibus Stock Plan
|
|
99.2
|
Newfield
Exploration Company 2009 Non-Employee Director Restricted Stock
Plan
|
Signature
|
Title
|
/s/ David A. Trice
|
Chairman
and Chief Executive Officer
|
David
A. Trice
|
and
Director (Principal Executive Officer)
|
/s/ Terry W. Rathert
|
Senior
Vice President and Chief Financial Officer
|
Terry
W. Rathert
|
(Principal
Financial Officer)
|
/s/ Brian L. Rickmers
|
Controller
(Principal Accounting Officer)
|
Brian
L. Rickmers
|
|
/s/ Philip J. Burguieres
|
Director
|
Philip
J. Burguieres
|
|
/s/ Pamela J. Gardner
|
Director
|
Pamela
J. Gardner
|
|
/s/ Dennis R. Hendrix
|
Director
|
Dennis
R. Hendrix
|
|
/s/ John R. Kemp III
|
Director
|
John
R. Kemp III
|
|
/s/ J. Michael Lacey
|
Director
|
J.
Michael Lacey
|
/s/ Joseph H. Netherland
|
Director
|
Joseph
H. Netherland
|
|
/s/ Howard H. Newman
|
Director
|
Howard
H. Newman
|
|
/s/ Thomas G. Ricks
|
Director
|
Thomas
G. Ricks
|
|
/s/ Juanita F. Romans
|
Director
|
Juanita
F. Romans
|
|
/s/ C. E. Shultz
|
Director
|
C.
E. Shultz
|
|
/s/ J. Terry Strange
|
Director
|
J.
Terry Strange
|
Exhibit No.
|
Description
|
|
4.1.1
|
Second
Restated Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3.1 to the registrant’s Annual Report on
Form 10-K for the year ended December 31, 1999 (File No.
1-12534))
|
|
4.1.2
|
Certificate
of Amendment to Second Restated Certificate of Incorporation of the
registrant dated May 15, 1997 (incorporated by reference to
Exhibit 3.1.1 to the registrant’s Registration Statement on
Form S-3 (Registration No. 333-32582))
|
|
4.1.3
|
Certificate
of Amendment to Second Restated Certificate of Incorporation of the
registrant dated May 12, 2004 (incorporated by reference to
Exhibit 4.2.3 to the registrant’s Registration Statement on
Form S-8 (Registration No. 333-116191))
|
|
4.2
|
Amended
and Restated Bylaws of the registrant (incorporated by reference to
Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on
February 6, 2009 (File No. 1-12534))
|
|
5.1
|
Opinion
of John D. Marziotti, General Counsel and Secretary of the
registrant
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.2
|
Consent
of John D. Marziotti (included in Exhibit 5.1)
|
|
24.1
|
Powers
of Attorney (included on the signature pages to this registration
statement)
|
|
99.1
|
Newfield
Exploration Company 2009 Omnibus Stock Plan
|
|
99.2
|
Newfield
Exploration Company 2009 Non-Employee Director Restricted Stock
Plan
|