As filed with the
Securities and Exchange Commission on October 23, 2007
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Registration No. 333-
_____ |
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE SECURITIES ACT OF 1933
BP
p.l.c.
(Exact name of registrant as
specified in its charter)
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| England
and Wales |
None |
| (State or other
jurisdiction of incorporation |
(I.R.S. Employer
Identification No.) |
| or
organization) |
1 St.
James’s Square
London SW1Y 4PD, England
(Address of principal executive offices)
BP Share Option Plan
BP Amoco 1991 Incentive Program
(Full title of plans)
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| Suzanne
R. Sawada |
With a
copy to: |
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Vice-President |
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| BP America
Inc. |
Peter B.P.
Bevan |
| 4101 Winfield
Road |
Group General
Counsel and Executive Vice-President |
| Warrenville,
Illinois 60555 |
BP
p.l.c. |
| (630)
821-2419 |
1 St. James's
Square |
| (Name, address,
including zip code, and telephone |
London SW1Y 4PD,
England |
| number, including area
code, of agent for service) |
+44 (20) 7496
4013 |
CALCULATION OF
REGISTRATION FEE
|
Title of Securities to be
Registered |
Amount of
Shares to
be Registered |
Proposed
Maximum Offering
Price Per Share |
Proposed Maximum
Aggregate Offering
Price |
Amount of
Registration Fee
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| Ordinary
Shares (1) |
222,000,000 |
$12.6169 |
$2,800,951,800 |
$85,989.22(2) |
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(1) Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended, this Registration Statement also
registers such indeterminate number of additional shares as may be issuable under the
plans in connection with variations in share capital, demergers, special dividends or
similar transactions.
(2) Estimated solely for the
purposes of calculating the registration fee. Such estimate has been computed in
accordance with Rule 457(h) based on the average of the high and low quotation for
Ordinary Shares of BP p.l.c. on The London Stock Exchange on October 18, 2007 and the
buying rate for pounds sterling of £1.00=$2.0457, as announced by the Federal
Reserve on that date.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item
3. |
Incorporation of Certain
Documents By Reference. |
The reports listed below have
been filed with or furnished to the Securities and Exchange Commission
(“Commission”) by BP p.l.c., (“BP” or the
“Company”) and are incorporated herein by reference to the extent not
superseded by documents or reports subsequently filed or furnished:
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BP’s
Annual Report on Form 20-F (SEC file number 001-6262) for the year ended
December 31, 2006 |
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BP’s
Reports on Form 6-K (SEC file number 001-6262) for the periods ending March 31,
2007 (filed on May 4, 2007), for the periods ending June 30, 2007 (filed on
August 9, 2007), in each case which contain financial statements of BP
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BP's
Reports on Form 6-K (SEC file number 001-6262) dated March 22, June 4, and June
6 2007 |
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BP’s
Report on Form 6-K (SEC file number 001-6262) dated August 6, 2001, which
contains a description of the Ordinary Shares of BP |
In addition, all Forms 20-F
filed by BP pursuant to the Securities Exchange Act of 1934, as amended, and certain
Reports on Form 6-K furnished by BP (which indicate on their cover pages that they are
incorporated herein by reference), after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement which
indicate that all securities have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing or furnishing of such
documents or reports, to the extent not superseded by documents or reports subsequently
filed or made.
| Item
4. |
Description of
Securities. |
Not
Applicable.
| Item
5. |
Interest
of Named Experts and Counsel. |
None.
| Item
6. |
Indemnification of
Directors and Officers |
BP has entered into Deeds of
Indemnity with the directors and secretary of BP by which BP agrees and confirms that
the provisions of Article 156 of BP’s Articles of Association (as the same may
from time to time be amended or modified) (the “Indemnity”) shall be
enforceable directly by them against BP. The Directors and Secretary must promptly give
BP written notice of any matter or circumstance which may give rise to a claim under
the Indemnity and permit BP (where appropriate) to participate in and assume the
defense of any action, suit or proceeding or governmental or other investigation of
which they are made or threatened to be made a party and which may give rise to a claim
under the Indemnity.
Article 156 of
BP’s Articles of Association currently provides:
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“Subject to the
provisions of and so far as may be consistent with the Statutes, every
Director, auditor, Secretary or other officer of the Company shall be entitled
to be indemnified by the Company against all costs, charges, losses, expenses
and liabilities incurred by him in the execution and/or discharge of his duties
and/or the exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers or office.” |
2
With effect from 1 October 2007,
the following provisions of the Companies Act 2006 (inserted by para. 2(1)(d) Companies
Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and
Savings) Order 2007) provide as follows:
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“232 Provisions
protecting directors from liability |
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(1)
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Any
provision that purports to exempt a director of a company (to any extent) from
any liability that would otherwise attach to him in connection with any
negligence, default, breach of duty or breach of trust in relation to the
company is void. |
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(2)
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Any
provision by which a company directly or indirectly provides an indemnity (to
any extent) for a director of the company, or of an associated company, against
any liability attaching to him in connection with any negligence, default,
breach of duty or breach of trust in relation to the company of which he is a
director is void except as permitted by – |
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(a)
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section 233
(provision of insurance), |
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(b)
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section 234
(qualifying third party indemnity provision), or |
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(c)
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section 235
(qualifying pension scheme indemnity provision). |
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(3)
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This
section applies to any provision, whether contained in a company’s
articles or in any contract with the company or otherwise. |
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(4)
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Nothing in
this section prevents a company’s articles from making such provision as
has previously been lawful for dealing with conflicts of interest. |
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233 |
Provision of
insurance |
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Section
232(2) (voidness of provisions for indemnifying directors) does not prevent a
company from purchasing and maintaining for a director of the company, or of an
associated company, insurance against any such liability as is mentioned in
that subsection. |
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234 |
Qualifying third party
indemnity provision |
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(1)
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Section
232(2) (voidness of provisions for indemnifying directors) does not apply to
qualifying third party indemnity provision. |
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(2)
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Third party
indemnity provision means provision for indemnity against liability incurred by
the director to a person other than the company or an associated
company. |
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Such
provision is qualifying third party indemnity provision if the following
requirements are met. |
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(3)
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The
provision must not provide any indemnity against – |
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(a)
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any
liability of the director to pay – |
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(i)
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a fine
imposed in criminal proceedings, or |
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(ii)
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a sum
payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature (however arising);
or |
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(b)
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any
liability incurred by the director – |
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(i)
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in
defending criminal proceedings in which he is convicted, or |
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(ii)
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in
defending civil proceedings brought by the company, or an associated company,
in which judgment is given against him, or |
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(iii)
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in
connection with an application for relief (see subsection (6)) in which the
court refuses to grant him relief. |
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(4)
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The
references in subsection (3)(b) to a conviction, judgment or refusal of relief
are to the final decision in the proceedings. |
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(a)
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a
conviction, judgment or refusal of relief becomes final – |
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(i)
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if not
appealed against, at the end of the period for bringing an appeal, or
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(ii)
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if appealed
against, at the time when the appeal (or any further appeal) is disposed of,
and |
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(b)
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an appeal
is disposed of – |
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(i)
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if it is
determined and the period of bringing any further appeal has ended, or
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(ii)
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if it is
abandoned or otherwise ceases to have effect. |
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(6)
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The
reference in subsection (3)(b)(iii) to an application for relief is to an
application for relief under |
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section
661(3) or (4) (power of court to grant relief in case of acquisition of shares
by innocent nominee), or |
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section
1157 (general power of court to grant relief in case of honest and reasonable
conduct). |
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235 |
Qualifying pension
scheme indemnity provision |
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(1)
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Section
232(2) (voidness of provisions for indemnifying directors) does not apply to
qualifying pension scheme indemnity provision. |
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(2)
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Pension
scheme indemnity provision means provision indemnifying a director of a company
that is a trustee of an occupational pension scheme against liability incurred
in connection with the company’s activities as trustee of the
scheme. |
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Such
provision is qualifying pension scheme indemnity provision if the following
requirements are met. |
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(3)
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The
provision must not provide any indemnity against – |
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(a)
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any
liability of the director to pay – |
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(i)
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a fine
imposed in criminal proceedings, or |
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(ii)
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a sum
payable to a regulatory authority by way of a penalty in respect of
non-compliance with any requirement of a regulatory nature (however arising);
or |
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(b)
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any
liability incurred by the director in defending criminal proceedings in which
he is convicted. |
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(4)
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The
reference in subsection (3)(b) to a conviction is to the final decision in the
proceedings. |
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(a)
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a
conviction becomes final – |
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(i)
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if not
appealed against, at the end of the period for bringing an appeal, or
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(ii)
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if appealed
against, at the time when the appeal (or any further appeal is disposed of,
and |
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(b)
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an appeal
is disposed of – |
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(i)
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if it is
determined and the period for bringing any further appeal has ended, or
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(ii)
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if it is
abandoned or otherwise ceases to have effect. |
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(6)
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In this
section “occupational pension scheme” means an occupational pension
scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is
established under a trust.” |
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“256
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Associated bodies
corporate |
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For the
purposes of this Part – |
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(a)
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bodies
corporate are associated if one is a subsidiary of the other or both are
subsidiaries of the same body corporate, and |
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(b)
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companies
are associated if one is a subsidiary of the other or both are subsidiaries of
the same body corporate.” |
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“239
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Ratification of acts of
directors |
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(1)
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This
section applies to the ratification by a company of conduct by a director
amounting to negligence, default, breach of duty or breach of trust in relation
to the company. |
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(2)
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The
decision of the company to ratify such conduct must be made by resolution of
the members of the company. |
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(3)
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Where the
resolution is proposed as a written resolution neither the director (if a
member of the company) not any member connected with him is an eligible
member. |
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(4)
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Where the
resolution is proposed at a meeting, it is passed only if the necessary
majority is obtained disregarding votes in favour of the resolution by the
director (if a member of the company) and any member connected with him.
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This does
not prevent the director or any such member from attending, being counted
towards the quorum and taking part in the proceedings at any meeting at which
the decision is considered. |
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(5)
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For the
purposes of this section – |
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(a)
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“conduct”
includes acts and omissions; |
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(b)
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“director”
includes a former director; |
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(c)
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a shadow
director is treated as a director; and |
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(d)
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in section
252 (meaning of “connected person”), subsection (3) does not apply
(exclusion of person who is himself a director). |
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(6)
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Nothing in
this section affects – |
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(a)
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the
validity of a decision taken by unanimous consent of the members of the
company, or |
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(b)
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any power
of the directors to agree not to sue, or to settle or release a claim made by
them on behalf of the company. |
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(7)
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This
section does not affect any other enactment or rule of law imposing additional
requirements for valid ratification or any rule of law as to acts that are
incapable of being ratified by the company.” |
(1)
If in proceedings for negligence, default, breach of duty or breach of trust against
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(a)
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an officer
of a company, or |
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(b)
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a person
employed by a company as auditor (whether he is or is not an officer of the
company). |
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it
appears to the court hearing the case that the officer or person is or may be
liable, but that he acted honestly and reasonably, and that having regard to
all the circumstances of the case (including those connected with his
appointment) he ought fairly to be excused, the court may relieve him, either
wholly or partly, from his liability on such terms as it thinks fit.
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(2)
If any such officer or person has reason to apprehend that any claim will or might be
made against him in respect of any negligence, default, breach of duty or breach of
trust –
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(a)
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he may
apply to the court for relief, and |
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(b)
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the court
has the same power to relieve him as it would have had if it had been a court
before which proceedings against him for negligence, default, breach of duty or
breach of trust had been brought. |
(3)
Where a case to which subsection (1) applies is being tried by a judge with a jury, the
judge, after hearing the evidence, may, if he is satisfied that the defendant (in
Scotland, the defender) ought in pursuance of that subsection to be relieved either in
whole or in part from the liability sought to be enforced against him, withdraw the
case from the jury and forthwith direct judgment to be entered for the defendant (in
Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses)
or otherwise as the judge may think proper.”
In
addition, BP procures and intends to continue procuring, directors’ and
officers’ liability insurance coverage for the benefit of such directors and
officers, which, subject to policy terms and conditions, provides coverage to such
directors and officers in circumstances in which BP, its subsidiaries and associated
entities are not permitted or are otherwise unable or unwilling to meet by way of
indemnity. No entity coverage for the benefit of BP is currently included as part
of that insurance policy. While defense costs may be met, neither BP’s indemnity
nor the insurance provides coverage in the event that a director or officer is the
subject of criminal or regulatory fines or penalties or is proved to have acted
fraudulently or dishonestly.
The following Exhibits are filed
herewith unless otherwise indicated
| 4.1
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(a) |
Rules of
the BP Share Option Plan |
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(b) |
BP Amoco
1991 Incentive Program |
| 5.1
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Opinion of
Peter B. P. Bevan, Group Vice-President of BP p.l.c. regarding the validity of
the securities being registered and consent of counsel |
| 23.1
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Consent of
Ernst & Young LLP, independent registered public accounting firm, London,
England |
| 23.2
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Consent of
Peter B. P. Bevan (included in Exhibit 5.1) |
| 24.1
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Powers of
Attorney (included in the signature page of this Registration Statement)
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(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:
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(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; |
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(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; and
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(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 periodic
reports filed 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 of 1933,
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.
(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.
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(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 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. |
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(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act will be governed by the final
adjudication of such issue. |
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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 London, England, on October 18,
2007.
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BP
p.l.c.
(Registrant)
By: /s/ David J. Jackson
——————————————
(Name) David J. Jackson
(Title) Company Secretary |
POWER OF
ATTORNEY
Each director and officer of the
Registrant whose signature appears below hereby constitutes and appoints Suzanne R.
Sawada, the agent for service named in the registration statement, and appoints each of
Dr. A. B. Hayward, Dr. B. E. Grote, Stephen R. Winters and Suzanne R. Sawada, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him, and on his behalf and in his name, place and stead, in any and
all capacities, to sign, execute and file any amendments to this registration statement
on Form S-8 necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, which amendments may make such
other changes in this registration statement as such attorney-in-fact deems
appropriate, and any subsequent registration statement for the same offering that may
be filed under Rule 462(b) under the Securities Act of 1933, as amended.
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 dates indicated.
/s/ Peter
D. Sutherland
——————————————
P.D. Sutherland |
Non-Executive Director
(Chairman) |
October 18,
2007 |
/s/ Tony
Hayward
——————————————
Dr. A.B. Hayward |
Executive
Director
Group Chief Executive
(Principal Executive Officer) |
October 18,
2007 |
/s/ Byron
Grote
——————————————
Dr. B.E. Grote |
Executive
Director
(Chief Financial Officer) |
October 18,
2007 |
/s/ David
C. Allen
——————————————
Dr. D. C. Allen |
Executive
Director |
October 18,
2007 |
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/s/ C. B.
Carroll
——————————————
C. B. Carroll |
Non-Executive
Director |
October 18,
2007 |
/s/ A.
Burgmans
——————————————
A. Burgmans |
Non-Executive
Director |
October 18,
2007 |
/s/ Iain.C.
Conn
——————————————
I.C. Conn |
Executive
Director |
October 18,
2007 |
——————————————
E. B. Davis, Jr. |
Non-Executive
Director |
October
18, 2007 |
/s/ D.
Flint
——————————————
D. J. Flint |
Executive
Director |
October 18,
2007 |
/s/ Willaim
Castell
——————————————
Sir William Castell |
Executive
Director |
October 18,
2007 |
/s/ Dr. D.
S. Julius
——————————————
Dr. D. S. Julius |
Executive
Director |
October 18,
2007 |
/s/ A. G.
Inglis
——————————————
A. G. Inglis |
Executive
Director |
October 18,
2007 |
/s/ Dr. W.
E. Massey
——————————————
Dr. W. E. Massey |
Non-Executive
Director |
October 18,
2007 |
/s/ Tom
McKillop
——————————————
Sir Tom McKillop |
Non-Executive
Director |
October 18,
2007 |
/s/ Ian
Prosser
——————————————
Sir Ian Prosser |
Non-Executive Director
(Deputy Chairman) |
October 18,
2007 |
/s/ Suzanne
R. Sawada
——————————————
Suzanne R. Sawada |
Authorized
Representative
in the United States |
October 22,
2007 |
10
EXHIBIT
INDEX
11