Document
             


 As filed with the Securities and Exchange Commission on May 29, 2020
Registration No. 333-     
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8

REGISTRATION STATEMENT
under the Securities Act of 1933
___________________
CENTENNIAL RESOURCE DEVELOPMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
1001 Seventeenth Street, Suite 1800  
Denver, Colorado 80202
 
47-5381253
(State or other jurisdiction
of incorporation or organization)
 
(Address, Including Zip Code, of Registrant’s of
Principal Executive Offices)
 
(I.R.S. Employer Identification Number)

CENTENNIAL RESOURCE DEVELOPMENT, INC. 2016 LONG TERM INCENTIVE PLAN
(Full title of plan)

Davis O. O’Connor
1001 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(720) 499-1400
(Address, Including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
 
Copies to:

John M. Greer
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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.
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer
 o
 
Smaller reporting company o
 
Emerging growth company o
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. o





             



CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
 
Amount to be
Registered(1)
 
Proposed Maximum
Offering Price per Share(3)
 
Proposed Maximum
Aggregate Offering Price(3)
 
Amount of
Registration Fee(4)
Class A Common stock, par value $0.0001 per share
 
9,587,088(2)
 
$0.89
 
$8,532,508.32
 
$1,107.52
 
(1)   In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) shall be deemed to cover any additional shares of Class A Common Stock, par value $0.0001 per share, of the Registrant (“Common Stock”) that may from time to time be offered or issued pursuant to the Centennial Resource Development, Inc. 2016 Long Term Incentive Plan, as amended or restated from time to time (the “Plan”) by reason of stock splits, stock dividends or similar transactions.

(2)    Consists of shares of Common Stock issuable under the terms of the Plan.

(3)    Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act based on the average of the high and low prices of the Common Stock reported on the NASDAQ Capital Market on May 21, 2020.

(4)    Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price.
 





Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement of Centennial Resource Development, Inc. (the “Registrant,” “we,” “us” and “our”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act to register additional shares of the Registrant’s Common Stock under the Plan. On March 16, 2020, the board of directors of the Registrant approved the Plan, subject to the approval of the Registrant’s stockholders. On April 29, 2020, the Company’s stockholders approved the Plan. The Plan constitutes an amendment and restatement of the Centennial Resource Development, Inc. 2016 Long-Term Incentive Plan (the “Existing Plan”) and, among other things, increased the number of shares of Common Stock issuable under the Existing Plan by 8,250,000 shares. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2016 (Registration No. 333-215119) and on May 15, 2019 (Registration No. 333-231514).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.          Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference herein:
(a)         The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Commission on February 24, 2020 (File No. 001-37697);
(b)         The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, as filed with the Commission on May 4, 2020 (File No. 001-37697);
(c)          The Registrant’s Current Reports on Form 8-K filed with the Commission on February 24, 2020, February 25, 2020, March 27, 2020, April 2, 2020, April 23, 2020, May 4, 2020, May 4, 2020, May 6, 2020, May 18, 2020, May 20, 2020 and May 22, 2020; and
(d)         The description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on February 17, 2016, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered 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 part hereof from the date of filing of such documents, except as to any portion of any Current Report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this registration statement.



Item 8.                          Exhibits.
Exhibit Number
 
Exhibit Description
 
 
 
 
 
 
 
 
 
*    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 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 Denver, State of Colorado, on May 29, 2020.
CENTENNIAL RESOURCE DEVELOPMENT, INC.
 
 
By:
/s/ George S. Glyphis
Name:
George S. Glyphis
Title:
Vice President, Chief Financial Officer and Assistant Secretary




POWER OF ATTORNEY
 KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints George S. Glyphis and Davis O. O’Connor, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 May 29, 2020.
Signature
 
Title
 
 
 
/s/ Sean R. Smith
 
 
Sean R. Smith
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
 
 
/s/ George S. Glyphis
 
 
George S. Glyphis
 
Vice President, Chief Financial Officer and Assistant Secretary
(Principal Financial Officer)
 
 
 
/s/ Brent P. Jensen
 
 
Brent P. Jensen
 
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
 
 
/s/ Steven J. Shapiro
 
 
Steven J. Shapiro
 
Chairman and Director
 
 
 
/s/ Maire A. Baldwin
 
 
Maire A. Baldwin
 
Director
 
 
 
/s/ Karl E. Bandtel
 
 
Karl E. Bandtel
 
Director
 
 
 
/s/ Matthew G. Hyde
 
 
Matthew G. Hyde
 
Director
 
 
 
/s/ Pierre F. Lapeyre, Jr.
 
 
Pierre F. Lapeyre, Jr.
 
Director
 
 
 
/s/ David M. Leuschen
 
 
David M. Leuschen
 
Director
 
 
 
 
 
 
Jeffrey H. Tepper
 
Director
 
 
 
/s/ Robert M. Tichio
 
 
Robert M. Tichio
 
Director


Exhibit
EXHIBIT 5.1
   

                                                                

 
 
 
811 Main Street, Suite 3700
 
 
 
Houston, TX 77002
 
 
 
Tel: +1.713.546.5400 Fax: +1.713.546.5401
 
 
 
www.lw.com
 
 
 
 
 
 
 
 
https://cdn.kscope.io/7c70776838b35625dbc66511d12dd106-lathamlogo.jpg
 
FIRM / AFFILIATE OFFICES
 
Beijing
 
Moscow
 
 
 
Boston
 
Munich
 
 
 
Brussels
 
New York
 
 
 
Century City
 
Orange County
 
 
 
Chicago
 
Paris
May 29, 2020
 
 
Dubai
 
Riyadh
 
 
 
Düsseldorf
 
San Diego
 
 
 
Frankfurt
 
San Francisco
 
 
 
Hamburg
 
Seoul
 
 
 
Hong Kong
 
Shanghai
Centennial Resource Development, Inc.
 
Houston
 
Silicon Valley
1001 Seventeenth Street, Suite 1800
 
London
 
Singapore
Denver, Colorado 80202
 
 
Los Angeles
 
Tokyo
 
 
 
Madrid
 
Washington, D.C.
 
 
 
Milan
 
 
Re:
Registration Statement on Form S-8; 9,587,088 shares of Class A Common Stock, par value $0.0001 per share, of Centennial Resource Development, Inc.

Ladies and Gentlemen:
We have acted as special counsel to Centennial Resource Development, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 9,587,088 shares of Class A common stock, par value $0.0001 per share (the “Shares”), issuable under the Amended and Restated Centennial Resource Development, Inc. 2016 Long Term Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (“DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP



Exhibit
EXHIBIT 23.1

https://cdn.kscope.io/7c70776838b35625dbc66511d12dd106-kpmga03.jpg
KPMG LLP
Suite 800
1225 17th Street
Denver, CO 80202-5598




Consent of Independent Registered Public Accounting Firm

The Board of Directors
Centennial Resource Development, Inc.:
We consent to the incorporation by reference in the registration statement on Form S-8 of Centennial Resource Development, Inc. and its subsidiaries of our reports dated February 24, 2020, with respect to the consolidated balance sheets of Centennial Resource Development, Inc. as of December 31, 2019 and 2018, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements) and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 annual report on Form 10‑K of Centennial Resource Development, Inc. Our report refers to a change in the method of accounting for leases in 2019 due to the adoption of Accounting Standards Update 2016-02, Leases (ASC Topic 842).
/s/ KPMG LLP
Denver, Colorado
May 29, 2020




Exhibit
EXHIBIT 23.2

https://cdn.kscope.io/7c70776838b35625dbc66511d12dd106-nsaiheadera03.jpg








CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the inclusion in the Registration Statement on Form S-8 of Centennial Resource Development, Inc. (the "Registration Statement") of our reports, dated January 29, 2020, January 30, 2019, and January 29, 2018, to the Centennial Resource Production, LLC interest with respect to estimates of oil and gas reserves and future revenue thereof, as of December 31, 2019, 2018, and 2017, and the information contained therein. We hereby further consent to all references to our firm and such report included in the Registration Statement.



NETHERLAND, SEWELL & ASSOCIATES, INC.
 
 
 
By:
 
/s/ Danny D. Simmons
 
 
Danny D. Simmons, P.E.
 
 
President and Chief Operating Officer


Houston, Texas
May 29, 2020


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