Registration No. 333-43571
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HESS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 1185 Avenue of the Americas 13-4921002
(State or other New York, NY 10036 (I.R.S. Employer
jurisdiction of) (Address of principal Identification No.)
incorporation executive offices)
or organization
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Hess Corporation Savings and Stock Bonus Plan for Retail
Operations Employees
(Full Title of Plan)
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J. Barclay Collins II, Esq.
Executive Vice President
and General Counsel
Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
(212) 997-8500
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Kevin Keogh, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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EXPLANATORY NOTE
Hess Corporation (the "Registrant"), is filing this Post-Effective
Amendment No. 1 to deregister certain securities originally registered pursuant
to the Registration Statement on Form S-8 filed on December 31, 1997 (File No.
333-43571) (the "Prior Registration Statement"), with respect to shares of the
Registrant's common stock, par value $1.00 per share (the "Common Stock"),
thereby registered for offer or sale pursuant to the Hess Corporation Savings
and Stock Bonus Plan for Retail Operations Employees (the "Prior Plan"). The
Registrant has since merged the Prior Plan into the Hess Corporation Employees'
Savings Plan (the "Corporate Savings Plan"). No future awards will be made under
the Prior Plan. As of June 20, 2007, 1,800,000 shares (the "Carried-Over
Shares") of Common Stock remained available for offer and sale under this Prior
Registration Statement. The Carried-Over Shares are hereby deregistered.
Contemporaneously with the filing of this Post-Effective Amendment No. 1,
the Registrant is filing a Post-Effective Amendment No. 1 to the Form S-8
Registration Statement, filed on December 31, 1997 (File No. 333-43571), to
register for offer and sale the Carried-Over Shares under the Corporate Savings
Plan (the "Amended Registration Statement").
In accordance with the principles set forth in Interpretations 89 and 90
under Section G of the Securities and Exchange Commission Division of Corporate
Finance Manual of Publicly Available Telephone Interpretations (July 1997) and
Instruction E to the General Instructions to Form S-8, the Post-Effective
Amendment No. 1 is hereby filed (i) to reallocate the Carried-Over Shares from
the Prior Plan to the Corporate Savings Plan and (ii) to carry over the
registration fees paid for the Carried-Over Shares from the Prior Registration
Statement to the Amended Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, the State of New York, on
the 20th day of June, 2007.
HESS CORPORATION
By /s/ J. Barclay Collins II, Esq.
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Name: J. Barclay Collins II, Esq.
Title: Executive Vice President
and General Counsel