View:
As filed with the Securities and Exchange Commission on November 13, 2002
Registration Statement No. 333-
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Registration Statement
on
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 13-5409005
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5959 Las Colinas Boulevard
Irving, Texas
(Address of principal executive offices)
75039-2298
(Zip Code)
________________
1993 Incentive Program of Exxon Mobil Corporation
(Full title of the Plan)
________________
Charles W. Matthews
Vice President and General Counsel
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(972) 444-1000
(Name, address and telephone number, including area code, of agent for service)
________________
CALCULATION OF REGISTRATION FEE
Title Of Amount To Be Proposed Proposed Amount of
Shares To Be Registered Maximum Maximum Registration
Registered Aggregate Aggregate Fee
Price Per Offering
Unit* Price*
________________________________________________________________________
Common Stock,
no par value 43,000,000 $34.555 $1,485,865,000 $136,700
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices reported in the
consolidated reporting system on November 7, 2002
Purpose of Registration Statement
This Registration Statement on Form S-8 of Exxon Mobil Corporation (the
"Registrant") relates to additional shares of common stock of the Registrant
available for issuance under the Registrant's 1993 Incentive Program (the
"Program"). There are also registered hereunder such additional indeterminate
shares of the Registrant's common stock as may be required as a result of a
stock split, stock dividend, or similar transaction in accordance with the
anti-dilution provisions of the Program.
Pursuant to Rule 429, the prospectus relating to this registration statement
also relates to earlier registration statements filed for offerings under the
Program and the Registrant's 1988 Long Term Incentive Plan (Registration
Nos. 333-75659, 333-38917, and 33-51107). As of September 30, 2002,
approximately 193,486,920 shares remain available on a split adjusted basis
under such prior registration statements, for which shares an aggregate
registration fee of approximately $2,070,605 was paid.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
_______________________________________
The following documents that have been filed by Exxon Mobil Corporation (the
"Registrant" or "ExxonMobil") with the Securities and Exchange Commission are
incorporated by reference herein:
(1) Annual Report on Form 10-K for the year ended December 31, 2001;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002,
June 30, 2002, and September 30, 2002;
(3) The description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form S-4 (File No. 333-75659),
and any document filed which updates that description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers 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 of such documents. 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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
_________________________________________
ExxonMobil has no provisions for indemnification of directors or officers in
its certificate of incorporation. Article X of the By-laws of the Registrant
provides that it shall indemnify to the full extent permitted by law any
director or officer made or threatened to be made a party to any legal action
by reason of the fact that such person is or was a director, officer, employee
or other corporation agent of ExxonMobil or any subsidiary or served any other
enterprise at the request of ExxonMobil against expenses, judgments, fines,
penalties, excise taxes and amounts paid in settlement. The New Jersey Business
Corporation Act provides for the indemnification of directors and officers
under certain conditions.
ExxonMobil has purchased directors and officers liability insurance coverage
from Ancon Insurance Company, Inc., a wholly-owned subsidiary of ExxonMobil.
Under the terms of the Agreement and Plan of Merger dated as of December 1,
1998, among ExxonMobil (formerly named Exxon Corporation), Mobil Corporation
("Mobil") and Lion Acquisition Subsidiary Corporation, ExxonMobil has agreed
that for seven years after November 30, 1999, the closing date of the merger,
ExxonMobil will indemnify and hold harmless each person who was a director or
officer of Mobil at or prior to the date of the merger agreement from their
acts or omissions in those capacities occurring prior to the closing to the
extent provided under Mobil's charter and by-laws as in effect on December 1,
1998.
II-1
Item 8. Exhibits.
________
See Index to Exhibits, which is incorporated herein by reference.
Item 9. Undertakings.
____________
(a) The 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 to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this 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; and
(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.
(b) The 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 (and each filing of the plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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.
(h) 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 and
will be governed by the final adjudication of such issue.
II-2
SIGNATURES
The Registrant.
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 Irving, State of Texas on the 7th day of November,
2002.
EXXON MOBIL CORPORATION
By: /s/ Lee R. Raymond
______________________________
Lee R. Raymond
Chairman of the Board
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 date(s) indicated.
/s/ Lee R. Raymond
_______________________________ Chairman of the Board November 7, 2002
(Lee R. Raymond) and Chief Executive
Officer (Principal
Executive Officer)
*
_______________________________ Director November 7, 2002
(Michael J. Boskin)
*
_______________________________ Director November 7, 2002
(William T. Esrey)
*
_______________________________ Director November 7, 2002
(Donald V. Fites)
*
_______________________________ Director November 7, 2002
(James R. Houghton)
II-3
*
_______________________________ Director November 7, 2002
(William R. Howell)
*
_______________________________ Director November 7, 2002
(Helene L. Kaplan)
*
_______________________________ Director November 7, 2002
(Reatha Clark King)
*
_______________________________ Director November 7, 2002
(Philip E. Lippincott)
*
_______________________________ Director November 7, 2002
(Harry J. Longwell)
*
_______________________________ Director November 7, 2002
(Henry A. McKinnell, Jr.)
*
_______________________________ Director November 7, 2002
(Marilyn Carlson Nelson)
*
_______________________________ Director November 7, 2002
(Walter V. Shipley)
*
_______________________________ Controller (Principal November 7, 2002
(Donald D. Humphreys) Accounting Officer)
II-4
*
_______________________________ Treasurer (Principal November 7, 2002
(Frank A. Risch) Financial Officer)
/s/ Richard E. Gutman
* By: ______________________________
(Richard E. Gutman)
Attorney-in-Fact
II-5
INDEX TO EXHIBITS
Exhibit Number Exhibit
______________ _______
10 1993 Incentive Program, as amended (incorporated by
reference to Exhibit 10(iii)(a) to the Registrant's Annual
Report on Form 10-K for 1999).
23 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24 Power of Attorney.
Exhibit 23
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for Exxon Mobil Corporation's 1993 Incentive Program of
our report dated February 27, 2002, relating to the consolidated financial
statements, which appears on page 33 of Exxon Mobil Corporation's Annual Report
on Form 10-K for the year ended December 31, 2001.
/s/ PricewaterhouseCoopers LLP
______________________________
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
November 13, 2002
Exhibit 24
EXXON MOBIL CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Brian A. Maher, Lucille J. Cavanaugh, Richard E. Gutman and Paul A. Hanson, and
each of them, with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her own name, place and stead, in
any and all capacities to sign a Registration Statement on Form S-8 relating to
the issuance of the registrant's common stock under its 1993 Incentive Program
and any and all amendments (including post-effective amendments and other
amendments thereto) to such Registration Statement and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange 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 as he or she could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
_________ _____ ____
/s/ Lee R. Raymond Chairman of the Board November 1, 2002
___________________________
Lee R. Raymond
/s/ Michael J. Boskin Director November 1, 2002
___________________________
Michael J. Boskin
/s/ William T. Esrey Director November 1, 2002
___________________________
William T. Esrey
/s/ Donald V. Fites Director November 1, 2002
___________________________
Donald V. Fites
/s/ James R. Houghton Director November 1, 2002
___________________________
James R. Houghton
/s/ William R. Howell Director November 1, 2002
___________________________
William R. Howell
Signature Title Date
_________ _____ ____
/s/ Helene L. Kaplan Director November 1, 2002
____________________________
Helene L. Kaplan
/s/ Reatha Clark King Director November 1, 2002
___________________________
Reatha Clark King
/s/ Philip E. Lippincott Director November 1, 2002
___________________________
Philip E. Lippincott
/s/ Harry J. Longwell Director November 1, 2002
___________________________
Harry J. Longwell
/s/ Henry A. McKinnell, Jr. Director November 1, 2002
___________________________
Henry A. McKinnell, Jr.
/s/ Marilyn Carlson Nelson Director November 1, 2002
___________________________
Marilyn Carlson Nelson
/s/ Walter V. Shipley Director November 1, 2002
___________________________
Walter V. Shipley
/s/ Frank A. Risch Treasurer November 1, 2002
___________________________ (Principal Financial Officer)
Frank A. Risch
/s/ Donald D. Humphreys Controller November 1, 2002
___________________________ (Principal Accounting Officer)
Donald D. Humphreys