Registration No. 333-_____
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As filed with the Securities and Exchange Commission on December 21, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ONEOK, Inc.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1520922
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 West Fifth Street
Tulsa, Oklahoma 74103
(918) 588-7000
(Address, including zip code and telephone number, including area code
of registrant's principal executive offices)
ONEOK, Inc. Long-Term Incentive Plan
(Full title of the plan)
JIM KNEALE JOHN R. BARKER
Senior Vice President, Chief Financial Gable & Gotwals
Officer, and Treasurer 100 West Fifth Street, Suite 1100
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 595-4800
(918) 588-7000
(Names and addresses, including zip code, and telephone numbers,
including area code, for agents for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee
---------------- -------------- ------------- ------------------ ----------------
Common stock, 2,900,000 $17.39 $50,431,000 $12,053
$0.01 par value (3)
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Exhibit Index on Page 11.
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(1) Represents the number of shares of Common Stock, $0.01 par value, of
ONEOK, Inc. registered hereunder for issuance under the ONEOK, Inc.
Long-Term Incentive Plan. The 2,900,000 shares covered by this
registration statement includes 1,450,000 shares approved for issuance
by the registrant's board of directors on February 15, 2001 and
approved by the registrant's shareholders on May 17, 2001, and
includes an additional 1,450,000 shares necessary to equitably adjust
for the registrant's two-for-one stock split having a record date of
May 23, 2001 and a distribution date of June 11, 2001, which equitable
adjustment is required under Section 9 of the Plan and was approved by
the registrant's board of directors on January 18, 2001.
(2) Pursuant to Rules 457(c) and 457(h) promulgated under the Securities
Act of 1933, this estimate is based on a price of $17.39 per share of
the registrant's Common Stock, the average of the high and low prices
of the registrant's Common Stock on the New York Stock Exchange on
December 18, 2001 (a date within 5 business days prior to the date of
the filing of this registration statement), and is made solely for the
purpose of determining the registration fee.
(3) Does not include 1,445,200 shares of Common Stock previously
registered by ONEOK, Inc. on its registration statement on Form S-8
(Registration No. 333-81043), to which this registration statement
relates and in respect of which a filing fee of $12,040 was previously
paid to the Securities and Exchange Commission, nor does it include
554,800 shares carried forward from the registrant's registration
statement on Form S-8 (Registration No. 333-41269), in respect of
which registration statement a total filing fee of $12,269 was
previously paid to the Securities and Exchange Commission, nor does it
include the additional number of shares issued or issuable as a result
of the registrant's two-for-one stock split having a record date of
May 23, 2001 and a distribution date of June 11, 2001.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED
IN THIS REGISTRATION STATEMENT ALSO REFERS TO 1,445,200 SHARES OF COMMON STOCK
PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT NO. 333-81043 AND REFERS TO
554,800 SHARES PREVIOUSLY CARRIED FORWARD FROM REGISTRATION STATEMENT NO.
333-41269 AND COVERS ANY ADDITIONAL SHARES ISSUABLE AS A RESULT OF THE
REGISTRANT'S TWO-FOR-ONE STOCK SPLIT HAVING A RECORD DATE OF MAY 23, 2001 AND A
DISTRIBUTION DATE OF JUNE 11, 2001, IN EACH CASE TO THE EXTENT THAT ANY OF SUCH
SHARES REMAIN UNISSUED AS OF THE DATE OF THIS REGISTRATION STATEMENT.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The document(s) containing the information specified in Part I of Form S-8 have
been or will be sent or given to each employee eligible to participate in the
plan as specified in Rule 428(b)(1). These documents, and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus for purpose of Section
10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3
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INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents previously filed with the Securities and Exchange
Commission are hereby incorporated by reference into this Registration
Statement:
(1) our annual report on Form 10-K for the year ended December 31, 2000.
(2) our reports on Form 10-Q for the quarterly periods ended March 31,
2001, June 30, 2001 and September 30, 2001.
(3) our current reports on Form 8-K dated January 19, 2001, January 29,
2001, February 22, 2001, May 23, 2001, May 25, 2001, May 30, 2001,
June 26, 2001, August 9, 2001, August 9, 2001, September 27, 2001,
September 27, 2001, November 14, 2001, November 21, 2001, December 3,
2001, December 3, 2001, and December 21, 2001.
(4) our Proxy Statement filed April 11, 2001 in connection with our annual
meeting of shareholders held May 17, 2001.
(5) all documents we file after the date hereof pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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. Such documents are
deemed to be a part hereof from the date of filing of such documents.
ITEM 5
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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The legality of the securities that may be issued under the plan has been passed
upon by the firm of Gable & Gotwals, 100 West Fifth Street, Suite 1100, Tulsa,
Oklahoma 74103-4217, counsel for the Company.
ITEM 6
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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ONEOK, Inc. (the "Company"), as an Oklahoma corporation, is empowered by section
1031 of the Oklahoma General Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made or threatened
to be made a party by reason of his being or having been a director, officer,
employee or agent of the Company. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of
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indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders, or disinterested directors, or otherwise. Article VIII of
the by-laws of the Company provides that directors and officers of the Company
shall be indemnified by the Company to the fullest extent permitted by Oklahoma
law as now or hereafter enforced, including the advance of related expenses. In
addition, indemnification agreements, the form of which has been previously
approved by the shareholders of the Company, have been entered into between the
Company and each of its directors and executive officers.
The certificate of incorporation of the Company provides that a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which would involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions or (iv)
any transaction from which the director derived an improper personal benefit.
Pursuant to Article VIII of the by-laws of the Company, upon authorization and
determination (i) by the board of directors by a majority of a quorum consisting
of directors who were not parties to the action, suit, or proceeding involved;
(ii) if such a quorum is not obtainable, or even if obtainable and a quorum of
disinterested directors so directs, by independent counsel in a written opinion;
or (iii) by the shareholders, the Company is obligated to indemnify any person
who incurs liability by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at its request
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or as a member of any committee or
similar body, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. However, in an action by or in the right of the Company,
no indemnification will be made if such person shall be adjudged to be liable to
the Company, unless such indemnification is allowed by a court of competent
jurisdiction.
The indemnification agreements referred to above provide that the Company is
obligated to indemnify the specified director or executive officer to the
fullest extent permitted by law. The agreements provide that, upon request by a
director or executive officer, the Company is obligated to advance expenses for
defense of a claim made against the director or executive officer. The
obligation of the Company to indemnify the director or executive officer is
subject to applicable law and the determination by a "reviewing party" selected
by the board of directors that the director or executive officer is entitled to
indemnification. In addition, the agreements obligate the Company to indemnify
the specified executive officer or director to the extent of the Company's
recoveries under insurance policies regardless of whether the director or
executive officer is ultimately determined to be entitled to indemnification.
The agreements also provide for partial indemnification if a portion of a claim
for indemnification is not allowed by the reviewing party appointed by the board
of directors.
Under an insurance policy obtained by the Company, coverage of Company officers
and directors against liability for neglect, errors, omissions or breaches of
duty in their capacities as such is provided for both the Company, to the extent
that it is obligated to indemnify such officers and directors, and the officers
and directors themselves. Additional coverage is provided to the Company for
claims arising from any such conduct in connection with any purchase or sale of,
or any offer to purchase or sell, securities issued by the Company. Such
coverage is provided in the amount of $200,000,000, with a retained limit by the
Company of $250,000. The insurance company is obligated to pay any covered loss
in excess of the $250,000 retained limit and covered defense costs from the
first dollar, up to the policy limit of $200,000,000. Among the policy
exclusions are those which exclude coverage for accounting for profits made
within the meaning of Section 16(b) of the Securities Exchange Act of 1934,
claims based upon or attributable to directors and officers gaining any personal
profit or advantage to which such individuals are not legally entitled, and for
any claims brought about or attributable to the dishonesty of an officer or
director.
It is recognized that the above-summarized provisions of the Company's by-laws,
the indemnification agreements and the applicable provisions of the Oklahoma
General Corporation Act may be sufficiently broad to indemnify officers,
directors and controlling persons of the Company against liabilities arising
under such act.
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The Company and Western Resources, Inc. ("WRI") have entered into a Registration
Rights Agreement that provides for indemnification of the Company's directors,
officers, employees and controlling persons, if any, in any offering or sale of
shares of common stock, obtainable upon conversion of the Series A Convertible
Preferred Stock or Series B Convertible Preferred Stock, against any claims
(including amounts paid in settlement), or actions or proceedings in respect
thereof, arising out of or based upon an untrue statement or alleged untrue
statement of a material fact contained in such registration statement or
prospectus contained therein, or any document incorporated by reference therein,
or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated or necessary to make the
statements therein not misleading, in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by WRI or an agent or underwriter thereof expressly for use therein.
ITEM 8
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EXHIBITS
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Exhibit
Number Description
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4.1 Certificate of Incorporation of the Company, filed May 16, 1997
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4, as amended (Commission File
No. 333-27467)).
4.2 Certificate of Merger of the Company, filed November 26, 1997
(incorporated by reference to Exhibit (1)(b) to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1998).
4.3 Amendment to Certificate of Incorporation of the Company, filed
January 16, 1998 (incorporated by reference to Exhibit (1)(b) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998).
4.4 Amendment to Certificate of Incorporation of the Company, filed
May 23, 2001 (incorporated by reference to Exhibit 4.15 to the
Company's Registration Statement on Form S-3, filed July 18,
2001, as amended (Commission File No. 333-65392).
4.5 By-laws of the Company, as amended (incorporated by reference to
Exhibit (3)(d) to the Company's Annual Report on Form 10-K for
the year ended August 31, 1999).
4.6 Certificate of Designation for Convertible Preferred Stock of the
Company filed November 26, 1997 (incorporated by reference from
Exhibit 3.3 to the Company's Registration Statement on Form S-4,
as amended (Commission File No. 333-27467)).
4.7 Certificate of Designation for Series C Participating Preferred
Stock of the Company, filed November 26, 1998 (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A filed with the Commission on November 26, 1997).
4.8 Form of Common Stock Certificate (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A
filed with the Commission on November 21, 1997).
4.9 Rights Agreement, dated November 26, 1997, between the Company
and Liberty Bank and Trust Company of Oklahoma City, N.A., as
Rights Agent (incorporated by reference to Exhibit 2.3 to the
Company's Registration Statement on Form S-4, as amended
(Commission File No. 333-27467)).
4.10 Shareholder Agreement, dated November 26, 1997, between Western
Resources, Inc. and the Company (incorporated by reference to
Exhibit 2.2 to the Company's Registration Statement on Form S-4,
as amended (Commission File No. 333-27467)).
4.11 Form of Registration Rights Agreement, dated November 26, 1997,
between Western Resources, Inc. and the Company (incorporated by
reference to Exhibit 3.4 to the Company's Registration Statement
on Form S-4, as amended (Commission File No. 333-27467)).
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Exhibit
Number Description
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5.1* Opinion of Gable & Gotwals regarding the validity of the securities.
23.1* Consent of KPMG LLP.
23.2 Consent of Gable & Gotwals (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof).
* Filed herewith.
ITEM 9
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UNDERTAKINGS
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a. The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration Statement.
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each 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 the time of shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
b. The undersigned 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
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15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
c. 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.
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SIGNATURE
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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 Tulsa and the State of Oklahoma, on the 21st day of
December, 2001.
ONEOK, Inc.
/s/ David L. Kyle
By:____________________________________
David L. Kyle, Chairman of the
Board, President and Chief Executive
Officer
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POWER OF ATTORNEY
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Each person whose individual signature appears below hereby authorizes David L.
Kyle and Jim Kneale, or either of them, as attorney-in-fact with full power of
substitution, to execute in the name and on behalf of each person, individually
and in each capacity stated below, and to file any and all amendments to this
registration statement, including any and all post-effective amendments and all
instruments necessary or incidental in connection therewith.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 21st day of December, 2001.
Signature Title
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/s/ David L. Kyle
______________________________________
David L. Kyle Chairman of the Board, President,
and Chief Executive Officer
(Principal Executive Officer)
/s/ Edwyna G. Anderson
______________________________________
Edwyna G. Anderson Director
/s/ William M. Bell
______________________________________
William M. Bell Director
/s/ Douglas R. Cummings
______________________________________
Douglas R. Cummings Director
______________________________________
John B. Dicus Director
/s/ William L. Ford
______________________________________
William L. Ford Director
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Signature Title
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/s/ Douglas T. Lake
_____________________________________
Douglas T. Lake Director
/s/ Bert H. Mackie
_____________________________________
Bert H. Mackie Director
/s/ Jim Kneale
_____________________________________
Jim Kneale Senior Vice President, Treasurer and
Chief Financial Officer (Principal
Financial Officer)
/s/ Douglas A. Newsom
_____________________________________
Douglas A. Newsom Director
/s/ Gary D. Parker
_____________________________________
Gary D. Parker Director
/s/ J. D. Scott
_____________________________________
J. D. Scott Director
/s/ Beverly Monnet
_____________________________________
Beverly Monnet Vice President, Controller and Chief
Accounting Officer (Principal
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Certificate of Incorporation of the Company, filed May 16, 1997
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4, as amended (Commission File
No. 333-27467)).
4.2 Certificate of Merger of the Company, filed November 26, 1997
(incorporated by reference to Exhibit (1)(b) to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31,
1998).
4.3 Amendment to Certificate of Incorporation of the Company, filed
January 16, 1998 (incorporated by reference to Exhibit (1)(b)
to the Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1998).
4.4 Amendment to Certificate of Incorporation of the Company, filed
May 23, 2001 (incorporated by reference to Exhibit 4.15 to the
Company's Registration Statement on Form S-3, filed July 18,
2001, as amended (Commission File No. 333-65392).
4.5 By-laws of the Company, as amended (incorporated by reference
to Exhibit (3)(d) to the Company's Annual Report on Form 10-K
for the year ended August 31, 1999).
4.6 Certificate of Designation for Convertible Preferred Stock of
the Company filed November 26, 1997 (incorporated by reference
from Exhibit 3.3 to the Company's Registration Statement on
Form S-4, as amended (Commission File No. 333-27467)).
4.7 Certificate of Designation for Series C Participating Preferred
Stock of the Company, filed November 26, 1998 (incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A filed with the Commission on November 26, 1997).
4.8 Form of Common Stock Certificate (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A
filed with the Commission on November 21, 1997).
4.9 Rights Agreement, dated November 26, 1997, between the Company
and Liberty Bank and Trust Company of Oklahoma City, N.A., as
Rights Agent (incorporated by reference to Exhibit 2.3 to the
Company's Registration Statement on Form S-4, as amended
(Commission File No. 333-27467)).
4.10 Shareholder Agreement, dated November 26, 1997, between Western
Resources, Inc. and the Company (incorporated by reference to
Exhibit 2.2 to the Company's Registration Statement on Form
S-4, as amended (Commission File No. 333-27467)).
4.11 Form of Registration Rights Agreement, dated November 26, 1997,
between Western Resources, Inc. and the Company (incorporated
by reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-4, as amended (Commission File No.
333-27467)).
5.1* Opinion of Gable & Gotwals regarding the validity of the
securities.
23.1* Consent of KPMG LLP.
23.2 Consent of Gable & Gotwals (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof).
* Filed herewith.
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