Registration No. 333-_____
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As filed with the Securities and Exchange Commission on January 25, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
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. Stock Compensation Plan for Non-Employee Directors
(Full title of the Plan)
JIM KNEALE JOHN R. BARKER
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, Addresses, including Zip Code, and
Telephone Numbers, including Area Code,
of Agents for Service)
_______________
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (3) Registration Fee
---------------- -------------- ------------------ ------------------ ----------------
Common stock, 350,000 $46.31 $16,208,500 $4,052
$0.01 par value
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Exhibits Index on Page 9.
1
(1) Represents the estimated maximum amount of common stock of ONEOK, Inc.
(hereinafter referred to as "Common Stock") which could be acquired under
the ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
(hereinafter referred to as the "Plan") either directly from ONEOK, Inc.
(hereinafter referred to as the "Company"), or from purchases in the open
market during the years of operation of the Plan. Includes an
indeterminate number of additional shares that may be issued to the number
of shares transferred pursuant to the Plan as a result of any future stock
split, stock dividend or similar adjustment of ONEOK, Inc.'s outstanding
Common Stock.
(2) Based on price of $46.31 per share of the Common Stock, the average sales
price of the Common Stock published in the Wall Street Journal reports of
the New York Stock Exchange Composite Transaction for January 23, 2001.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.
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 will
be sent or given to Non-Employee Directors 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. Incorporation of Documents by Reference
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The following documents are hereby incorporated into this registration statement
by reference:
(1) The Company's Annual Report on Form 10-K for the year ended August 31,
1999.
(2) All other reports filed by the Company or the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31,
1999, which includes the Company's Reports on Form 10-Q for the quarterly
period ended November 30, 1999, the transition period from September 1,
1999 to December 31, 1999, the quarterly period ended March 31, 2000, the
quarterly period ended June 30, 2000, and the quarterly period ended
September 30, 2000; and Current Reports on Form 8-K and 8-K/A dated October
14, 1999, October 21, 1999, November 8, 1999, December 15, 1999, January 7,
2000, January 24, 2000, January 27, 2000, February 1, 2000, February 9,
2000, February 22, 2000, March 21, 2000, March 28, 2000, April 4, 2000,
April 4, 2000, April 6, 2000, April 26, 2000, May 30, 2000, June 19, 2000,
July 10, 2000, August 29, 2000, August 29, 2000, November 7, 2000, December
21, 2000, and January 19, 2001.
(3) The description of ONEOK, Inc.'s Common Stock, which is contained in a
registration statement filed on Form S-3, dated May 12, 2000, registration
number 333-36928, filed with the Commission on May 12, 2000.
(4) In addition, all documents filed subsequent to the date hereof, by the
Company and the Plan pursuant to Sections 13(a), 13(c), 14, or 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 have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
2
Item 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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The legality of the securities which may be purchased 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. 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 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 (1) 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;
(2) 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 (3) 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.
3
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 $100,000,000, 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 $100,000,000. 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.
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 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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Ex. No. Description
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4(a) 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(b) 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(c) Amended 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(d) 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(e) Article "Fourth" of the Certificate of Incorporation of the Company (Preferred Stock and Common
Stock), Incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form
S-4, as amended (Commission File No. 333-27467)).
4
Ex. No. Description
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4(f) 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(g) Certificate of Designation for Series C Participating Preferred Stock of the Company, filed November
26, 1997 (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement
filed with the Commission on November 26, 1997).
4(h) Form of Common Stock Certificate (incorporated by reference to Exhibit 1 to Form 8-A, filed November
21, 1997).
4(i) 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(j) 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(k) 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) Opinion of Gable & Gotwals
(23)(a) Consent of Gable & Gotwals (See Item 5)
(23)(b) Consent of KPMG LLP
(23)(c) Consent of PricewaterhouseCoopers LLC
(24) Powers of Attorney (included on the signature page hereof)
(99) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
Item 9. 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:
(a) To include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
(b) 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;
(c) 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.
5
(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 purpose 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, 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. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given, the latest Annual Report to Shareholders unless such employee
otherwise has received a copy of such report, in which case the registrant
shall state in the prospectus that it will promptly furnish, without charge,
a copy of such report on written request of the employee. If the last fiscal
year of the registrant has ended within 120 days prior to the use of the
prospectus, the Annual Report of the registrant of the preceding fiscal year
may be delivered, but within such 120-day period the Annual Report for the
last fiscal year will be furnished to each such employee.
The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do not otherwise
receive such material as stockholders or the registrant, at the time and in
the manner such material is sent to its stockholders, copies of all reports,
proxy statements, and other communications distributed to its stockholders
generally.
d. 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.
6
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 18th day of
January, 2001.
ONEOK, Inc.
By: /s/ David L. Kyle
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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, the undersigned
certify that to the best of their knowledge and belief, the registrant meets all
the requirements for filing on Form S-8. This registration statement has been
signed below by the following persons in the capacities indicated in the City of
Tulsa and the State of Oklahoma, on this 18th day of January, 2001.
/s/ David L. Kyle /s/ Jim Kneale
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David L. Kyle Jim Kneale
Chairman of the Board, President, Vice President, Chief Financial Officer,
and Chief Executive Officer, and Director and Treasurer
/s/ Barry D. Epperson
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Edwyna G. Anderson Barry D. Epperson
Director Vice President, Controller, and Chief
Accounting Officer
/s/ William M. Bell /s/ Bert H. Mackie
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William M. Bell Bert H. Mackie
Director Director
/s/ Douglas R. Cummings
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Douglas R. Cummings Douglas A. Newsom
Director Director
/s/ William L. Ford /s/ Gary D. Parker
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William L. Ford Gary D. Parker
Director Director
/s/ J.D. Scott
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Howard R. Fricke J.D. Scott
Director Director
/s/ Douglas T. Lake
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Douglas T. Lake
Director
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EXHIBIT INDEX
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Ex. No. Description
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4(a) 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(b) 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(c) Amended 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(d) 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(e) Article "Fourth" of the Certificate of Incorporation of the Company (Preferred Stock and Common
Stock), (incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form
S-4, as amended (Commission File No. 333-27467)).
4(f) 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(g) Certificate of Designation for Series C Participating Preferred Stock of the Company, filed November
26, 1997 (incorporated by reference to Exhibit 1 to the Company's Form 8-A Registration Statement
filed with the Commission on November 26, 1997).
4(h) Form of Common Stock Certificate (incorporated by reference to Exhibit 1 to Form 8-A, filed November
21, 1997).
4(i) 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(j) 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(k) 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) Opinion of Gable & Gotwals
(23)(a) Consent of Gable & Gotwals (See Item 5)
(23)(b) Consent of KPMG LLP
(23)(c) Consent of PricewaterhouseCoopers LLC
(24) Powers of Attorney (included on the signature page hereof)
9
Ex. No. Description
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(99) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors
10