As filed with the Securities and Exchange Commission on June 9, 2006
Registration No.
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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CHENIERE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-4352386
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
717 Texas Avenue, Suite 3100
Houston, Texas 77002
(Address of Principal Executive Offices)
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CHENIERE ENERGY, INC.
AMENDED AND RESTATED
2003 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Don A. Turkleson
Chief Financial Officer
Cheniere Energy, Inc.
717 Texas Avenue, Suite 3100
Houston, Texas 77002
(713) 659-1361
(Name and address of agent for service)
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Copy to:
Geoffrey K. Walker
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4757
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CALCULATION OF REGISTRATION FEE
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Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered (1) offering price aggregate offering registration fee
to be registered (1)(2) per share (3) price (3)
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Common Stock, par value $.003 per share, 3,000,000 shares $38.94 $116,820,000 $12,500
including associated rights attached thereto
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(1) This Registration Statement is filed pursuant to General Instruction E to
Form S-8. Registration Statement No. 333-112379 previously registered
1,000,000 shares of Cheniere Energy, Inc. common stock, par value $.003 per
share ("Common Stock") under the Cheniere Energy, Inc. 2003 Stock Incentive
Plan ("Plan"), together with an indeterminate amount of Plan interests. The
number of previously registered shares had been adjusted to 2,000,000
shares of Common Stock to reflect the two-for-one stock split as set forth
in Cheniere Energy, Inc.'s Current Report on Form 8-K filed on March 14,
2005. Registration Statement No. 333-127266 previously registered 6,000,000
additional shares of Common Stock that may be issued under the Plan and
included an indeterminate number of shares that may be issuable by reason
of stock splits, stock dividends or similar transactions. The aggregate
number of shares issuable pursuant to the Plan and registered pursuant to
this and the earlier registration statement is 11,000,000 shares of Common
Stock.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Plan.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended,
based on the average of the high and low prices reported by the American
Stock Exchange on June 6, 2006.
INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-112379 and 333-127266
are incorporated herein by reference, except for Items 3, 5 and 8, which are
included below. The number of shares contained in Registration Statement No.
333-112379 has been adjusted (as reflected on our Current Report on Form 8-K
filed on March 14, 2005) to reflect a two-for-one stock split effective as of
April 22, 2005 so that the aggregate number of shares issuable pursuant to the
Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan is
11,000,000 shares of Common Stock.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cheniere Energy, Inc. (the "Company")
with the Securities and Exchange Commission (the "SEC") are incorporated herein
by reference into the Registration Statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed with the SEC on March 13, 2006;
(b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2006, filed with the SEC on May 5, 2006;
(c) Our Definitive Proxy Statement on Schedule 14A, filed with the SEC
on April 7, 2006;
(e) Our Current Reports on Form 8-K filed on January 5, 2006, February
23, 2006, March 15, 2006, March 29, 2006, April 3, 2006, April 6, 2006 and April
13, 2006;
(f) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above;
(g) The description of our common stock set forth in our Registration
Statement on Form S-3 (Registration Statement No. 333-11454), filed with the SEC
on September 3, 2004, including any subsequent amounts or reports filed for the
purpose of updating such description; and
(h) The description of the rights to purchase Series A Junior
Participating Preferred Stock contained in our Registration Statement on Form
8-A, filed with the SEC on November 1, 2004, as amended by Amendment No. 1
thereto, filed with the SEC on January 24, 2005.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby is being passed upon
for us by Andrews Kurth LLP. Attorneys at the law firm of Andrews Kurth LLP
beneficially own 17,000 shares of our Common Stock.
Item 8. EXHIBITS
The following exhibits have been filed as part of this Registration
Statement and are specifically incorporated by reference:
4.1 Restated Certificate of Incorporation of Cheniere Energy, Inc.
(incorporated by reference to Exhibit 3.1 to Cheniere's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as
filed with the SEC on August 10, 2004 (SEC File No. 001-16383)).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of
Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.1 to
Cheniere's Current Report on Form 8-K, as filed with the SEC on
February 8, 2005 (SEC File No. 001-16383)).
4.3 Amended and Restated By-laws of Cheniere Energy, Inc. (incorporated by
reference to Exhibit 4.3 to Cheniere's Registration Statement on Form
S-8, as filed with the SEC on January 30, 2004 (SEC File No.
333-112379)).
4.4 Amendment No. 1 to Amended and Restated By-Laws of Cheniere Energy,
Inc. (incorporated by reference to Exhibit 3.1 to Cheniere's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2005, as
filed with the SEC on May 6, 2005 (SEC File No. 001-16383)).
4.5 Specimen Common Stock Certificate of Cheniere Energy, Inc.
(incorporated by reference to Exhibit 4.1 to Cheniere's Registration
Statement on Form S-1, as filed with the SEC on August 27, 1996 (SEC
File No. 333-10905)).
4.6 Certificate of Designation of Series A Junior Participating Preferred
Stock (incorporated by reference to Exhibit 3.1 to Cheniere's Current
Report on Form 8-K, as filed with the SEC on October 14, 2004 (SEC File
No. 001-16383)).
4.7 Rights Agreement by and between the Company and U.S. Stock Transfer
Corp., as Rights Agent, dated as of October 14, 2004 (incorporated by
reference to Exhibit 4.1 to Cheniere's Current Report on Form 8-K, as
filed with the SEC on October 14, 2004 (SEC File No. 001-16383)).
4.8 First Amendment to Rights Agreement by and between the Company and U.S.
Stock Transfer Corp., as Rights Agent, dated January 24, 2005
(incorporated by reference to Exhibit 4.1 to Cheniere's Current Report
on Form 8-K, as filed with the SEC on January 24, 2005 (SEC File No.
001-16383)).
4.9 Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan.,
dated September 8, 2005 (incorporated by reference to Exhibit 10.14 of
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, as filed with the SEC on November 4, 2005 (SEC File
No. 001-16383)).
4.10* Amendment No. 1 to Cheniere Energy, Inc. Amended and Restated 2003
Stock Incentive Plan.
5.1* Opinion of Andrews Kurth LLP regarding legality of common stock.
23.1* Consent of Andrews Kurth LLP (included in Exhibit 5.1).
23.2* Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP.
23.3* Consent of Hein & Associates LLP
23.4* Consent of Sharp Petroleum Engineering Inc.
24.1* Powers of Attorney (included on signature page).
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* Filed herewith
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 this 9th day of June,
2006.
CHENIERE ENERGY, INC.
By:/s/ CHARIF SOUKI
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Name: Charif Souki
Title: Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of the registrant hereby constitutes and appoints Don A. Turkleson
and Zurab S. Kobiashvili, each as his lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this registration
statement under the Securities Act of 1933, as amended, and any and all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
granting unto such attorney-in-fact and agent 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 in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do, if personally present, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
Name and Signature Title Date
---------------------- ----- ----
/s/ CHARIF SOUKI Chief Executive Officer and June 9, 2006
---------------------- Chairman of the Board
Charif Souki (Principal Executive Officer)
/s/ STANLEY C. HORTON President and Chief Operating Officer June 9, 2006
---------------------- (Principal Executive Officer)
Stanley C. Horton
/s/ WALTER L. WILLIAMS Vice Chairman of the Board and June 9, 2006
---------------------- Director
Walter L. Williams
/s/ DON A. TURKLESON Senior Vice President, Chief Financial June 9, 2006
---------------------- Officer & Secretary
Don A. Turkleson (Principal Financial Officer)
/s/ CRAIG K. TOWNSEND Vice President and Chief Accounting June 9, 2006
---------------------- Officer (Principal Accounting
Craig K. Townsend Officer)
/s/ Vicky A. Bailey Director June 9, 2006
----------------------
Vicky A. Bailey
/s/ NUNO BRANDOLINI Director June 9, 2006
----------------------
Nuno Brandolini
/s/ KEITH F. CARNEY Director June 9, 2006
----------------------
Keith F. Carney
/s/ PAUL J. HOENMANS Director June 9, 2006
----------------------
Paul J. Hoenmans
/s/ DAVID B. KILPATRICK Director June 9, 2006
----------------------
David B. Kilpatrick
/s/ J. ROBINSON WEST Director June 9, 2006
----------------------
J. Robinson West
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of Cheniere Energy, Inc.
(incorporated by reference to Exhibit 3.1 to Cheniere's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as
filed with the SEC on August 10, 2004 (SEC File No. 001-16383)).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of
Cheniere Energy, Inc. (incorporated by reference to Exhibit 3.1 to
Cheniere's Current Report on Form 8-K, as filed with the SEC on
February 8, 2005 (SEC File No. 001-16383)).
4.3 Amended and Restated By-laws of Cheniere Energy, Inc. (incorporated by
reference to Exhibit 4.3 to Cheniere's Registration Statement on Form
S-8, as filed with the SEC on January 30, 2004 (SEC File No.
333-112379)).
4.4 Amendment No. 1 to Amended and Restated By-Laws of Cheniere Energy,
Inc. (incorporated by reference to Exhibit 3.1 to Cheniere's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2005, as
filed with the SEC on May 6, 2005 (SEC File No. 001-16383)).
4.5 Specimen Common Stock Certificate of Cheniere Energy, Inc.
(incorporated by reference to Exhibit 4.1 to Cheniere's Registration
Statement on Form S-1, as filed with the SEC on August 27, 1996 (SEC
File No. 333-10905)).
4.6 Certificate of Designation of Series A Junior Participating Preferred
Stock (incorporated by reference to Exhibit 3.1 to Cheniere's Current
Report on Form 8-K, as filed with the SEC on October 14, 2004 (SEC File
No. 001-16383)).
4.7 Rights Agreement by and between the Company and U.S. Stock Transfer
Corp., as Rights Agent, dated as of October 14, 2004 (incorporated by
reference to Exhibit 4.1 to Cheniere's Current Report on Form 8-K, as
filed with the SEC on October 14, 2004 (SEC File No. 001-16383)).
4.8 First Amendment to Rights Agreement by and between the Company and U.S.
Stock Transfer Corp., as Rights Agent, dated January 24, 2005
(incorporated by reference to Exhibit 4.1 to Cheniere's Current Report
on Form 8-K, as filed with the SEC on January 24, 2005 (SEC File No.
001-16383)).
4.9 Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan.,
dated September 8, 2005 (incorporated by reference to Exhibit 10.14 of
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, as filed with the SEC on November 4, 2005 (SEC File
No. 001-16383)).
4.10* Amendment No. 1 to Cheniere Energy, Inc. Amended and Restated 2003
Stock Incentive Plan.
5.1* Opinion of Andrews Kurth LLP regarding legality of common stock.
23.1* Consent of Andrews Kurth LLP (included in Exhibit 5.1).
23.2* Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP.
23.3* Consent of Hein & Associates LLP
23.4* Consent of Sharp Petroleum Engineering Inc.
24.1* Powers of Attorney (included on signature page).
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* Filed herewith