EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Pursuant to that certain Agreement and Plan of Merger, dated as of May 23, 2021 (as amended on June 29, 2021), by and among Coterra Energy Inc. (formerly known as Cabot Oil & Gas Corporation), a Delaware corporation (“Coterra”), Double C. Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Coterra (“Merger Sub”), and Cimarex Energy Co., a Delaware corporation (“Cimarex” or the “Registrant”), Merger Sub merged with and into Cimarex (the “Merger”) on October 1, 2021, with Cimarex surviving the Merger and continuing as a subsidiary of Coterra.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements. Accordingly, the Registrant is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all securities registered but unsold or otherwise unissued under the following Registration Statements:
1. Registration Statement on Form S-8 (File No. 333-100235), filed with the SEC on October 1, 2002, registering 7,250,000 shares of common stock, par value $0.01 per share, of Cimarex (“Common Stock”) under the Cimarex Energy Co. 2002 Stock Incentive Plan and the Cimarex Energy Co. 401(k) Plan and an indeterminate amount of interests in the Cimarex Energy Co. 401(k) Plan;
2. Registration Statement on Form S-8 (File No. 333-125621), filed with the SEC on June 8, 2005, registering 5,950,000 shares of Common Stock under the Cimarex Energy Co. 2002 Stock Incentive Plan and the Cimarex Energy Co. 401(k) Plan and an indeterminate amount of interests in the Cimarex Energy Co. 401(k) Plan;
3. Registration Statement on Form S-8 (File No. 333-174361), filed with the SEC on May 20, 2011, registering 5,800,000 shares of Common Stock under the Cimarex Energy Co. 2011 Equity Incentive Plan and the Cimarex Energy Co. 401(k) Plan and an indeterminate amount of interests in the Cimarex Energy Co. 401(k) Plan;
4. Registration Statement on Form S-8 (File No. 333-196169), filed with the SEC on May 22, 2014, registering 7,063,859 shares of Common Stock under the Cimarex Energy Co. 2014 Equity Incentive Plan and the Cimarex Energy Co. 401(k) Plan and an indeterminate amount of interests in the Cimarex Energy Co. 401(k) Plan;
5. Registration Statement on Form S-8 (File No. 333-231840), filed with the SEC on May 30, 2019, registering 6,317,476 shares of Common Stock under the Cimarex Energy Co. 2019 Equity Incentive Plan; and
6. Registration Statement on Form S-8 (File No. 333-256323), filed with the SEC on May 20, 2021, registering 8,720,723 shares of Common Stock under the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan.
The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements. These Post-Effective Amendments are being filed in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.