As filed with the Securities and Exchange Commission on March 6, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Devon Energy Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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73-1567067
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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333 West Sheridan Avenue
Oklahoma City, OK 73102-5015
(405) 235-3611
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Lyndon C. Taylor
Executive Vice President and Chief Legal & Administrative Officer
Devon Energy Corporation
333 West Sheridan Avenue
Oklahoma City, OK 73102-5015
(405) 235-3611
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gregory A. Fernicola
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New
York, New York 10001
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement as determined by this registrant.
If the only securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the Securities Act), other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amounts
to be
Registered
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Proposed
Maximum
Offering Price
per
Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock; preferred stock; depositary shares; warrants;
debt securities; stock purchase contracts; stock purchase units
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(1)(2)
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(1)(2)
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(1)(2)
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(3)
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(1)
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Omitted pursuant to Form S-3 General Instruction II.E.
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(2)
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An unspecified number of the securities of each identified class of securities of Devon Energy Corporation is
being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities or that are issued in
units or represented by depositary shares.
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(3)
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In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the registrant is deferring payment
of all of the registration fee.
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