As filed with the Securities and Exchange Commission on December 8, 2015.
Registration No. 333 - ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
ENERGY XXI LTD
(exact name of registrant as specified in its charter)
|
Bermuda (State or other jurisdiction of incorporation or organization) |
98-0499286 (I.R.S. Employer Identification No.) | |
|
Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda 441-295-2244 ______________________
1021 Main, Suite 2626 Houston, Texas 77002 713-351-3000
(Address of principal executive offices, including zip code) |
______________________
ENERGY XXI SERVICES, LLC EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
______________________
Juliet Evans
Canon’s Court, 22 Victoria Street, PO Box HM
1179, Hamilton HM EX, Bermuda
(441) 295-2244
Hugh Menown
1021 Main, Suite 2626
Houston, Texas 77002
713-351-3000
______________________
(Name, Address, including Zip Code, and
Telephone Number,
including Area Code, for Agent for Service)
______________________
Copy to:
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
(713) 758-2222
Attn: T. Mark Kelly
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller Reporting Company ¨ |
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee |
| Common Stock, $0.005 par value per share | 1,500,000 Shares | $1.34 | $2,010,000 | $202.41 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of common stock of Energy XXI Ltd (the “Company”), par value $0.005 (“Common Stock”) that become issuable under the Energy XXI Services, LLC Employee Stock Purchase Plan, as amended from time to time (the “Plan”) being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of Common Stock. |
| (2) | Determined in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the Registration Fee, on the basis of the average of the high and low prices per share of Common Stock as reported by The NASDAQ Global Select Market on December 7, 2015. |
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 1,500,000 shares of the same class of securities for which the Company (then known as Energy XXI (Bermuda) Limited) previously filed a registration statement on Form S-8 under the Securities Act relating to the Plan. Accordingly, the contents of the Company’s prior registration statement on Form S-8 (File Number 333-155065), as filed with the Securities and Exchange Commission (the “Commission”) on November 5, 2008 is hereby incorporated by reference into this Registration Statement pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
|
Exhibit Number |
Description | |||
| 4.1 | — | Altered Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 9, 2011). | ||
| 4.2 | — | Bye-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 9, 2011). | ||
| 4.3 | — | First Amendment to Energy XXI Services, LLC Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A filed with the Commission on October 28, 2015). | ||
| 5.1* | — | Opinion of Appleby as to the legality of the securities being registered. | ||
| 23.1* | — | Consent of BDO USA, LLP. | ||
| 23.2* | — | Consent of UHY LLP. | ||
| 23.3* | — | Consent of Netherland, Sewell & Associates, Inc. | ||
| 23.4* | — | Consent of Appleby (included in the opinion filed as Exhibit 5.1 hereto). | ||
| 24.1* | — | Powers of Attorney (contained on signature pages). |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all 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 December 8, 2015.
| Energy XXI ltd | ||
| By: | /s/ Bruce W. Busmire | |
| Bruce W. Busmire | ||
| Chief Financial Officer | ||
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Bo Boyd and Hugh A. Menown, and each of them, any one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement (including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons, in the capacities and on this 8th day of December, 2015.
| Signature | Capacity | |
| /s/ John D. Schiller, Jr. | Chief Executive Officer | |
| John D. Schiller, Jr. | (Principal Executive Officer) | |
| /s/ Bruce W. Busmire | Chief Financial Officer | |
| Bruce W. Busmire | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ James LaChance | Chairman of the Board of Directors | |
| James LaChance | ||
| /s/ William Colvin | Director | |
| William Colvin | ||
| /s/ Cornelius Dupré, II | Director | |
| Cornelius Dupré, II | ||
| /s/ Hill A. Feinberg | Director | |
| Hill A. Feinberg | ||
| /s/ Kevin Flannery | Director | |
| Kevin Flannery | ||
| /s/ Scott A. Griffiths | Director | |
| Scott A. Griffiths |
EXHIBIT INDEX
|
Exhibit Number |
Description | |||
| 4.1 | — | Altered Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 9, 2011). | ||
| 4.2 | — | Bye-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 9, 2011). | ||
| 4.3 | — | First Amendment to Energy XXI Services, LLC Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on October 28, 2015). | ||
| 5.1* | — | Opinion of Appleby as to the legality of the securities being registered. | ||
| 23.1* | — | Consent of BDO USA, LLP. | ||
| 23.2* | — | Consent of UHY LLP. | ||
| 23.3* | — | Consent of Netherland, Sewell & Associates, Inc. | ||
| 23.4* | — | Consent of Appleby (included in the opinion filed as Exhibit 5.1 hereto). | ||
| 24.1* | — | Powers of Attorney (contained on signature pages). |
| * | Filed herewith. |