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Registration No. 333-
As filed with the Securities and Exchange Commission on October 31, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NOBLE AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0785597
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
110 WEST BROADWAY
ARDMORE, OKLAHOMA 73401
(Address of Principal Executive Offices) (Zip Code)
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NOBLE AFFILIATES, INC. 1992 STOCK OPTION
AND RESTRICTED STOCK PLAN
(Full title of the Plan)
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ROBERT KELLEY COPY TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ROBERT D. CAMPBELL
NOBLE AFFILIATES, INC. THOMPSON & KNIGHT, P.C.
110 WEST BROADWAY 1700 PACIFIC AVENUE
ARDMORE, OKLAHOMA 73401 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1700
(405) 223-4110
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
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Common Stock, 2,000,000
par value $3.33 shares $40.25 $80,500,000 $24,394
1/3
per share
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate number of shares
issuable upon any stock split, stock dividend or similar transaction with
respect to these shares.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices of the Common Stock reported on the New York Stock Exchange
Composite Tape on October 28, 1997.
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INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of Registration Statement No. 33-54084 relating to the
Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan (the "Plan")
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on November 2, 1992 (the "Prior Registration Statement") are
incorporated herein by reference pursuant to General Instruction E to Form S-8.
The purpose of this Registration Statement is to register 2,000,000 additional
shares of Common Stock of the Registrant for offer and sale pursuant to the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware, the Registrant has the power
to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant under
certain circumstances.
The Registrant entered into an indemnity agreement with each of the
directors and bylaw officers of the Registrant as of March 1, 1996, which
provides certain protections to such persons against legal claims and related
expenses. The indemnity agreements are filed as Exhibit 10.18 to the
Registrant's Form 10-K for the year ended December 31, 1995.
Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant limits the personal liability of
the directors of the Registrant to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaw, agreement, certificate of incorporation and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
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ITEM 8. EXHIBITS.
In addition to the exhibits filed with or incorporated by reference in
the Prior Registration Statement, the following documents are filed or
incorporated by reference as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
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4.1 Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated on December
10, 1996, and approved by stockholders on April 22, 1997.
4.2 Amendments to the Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan adopted on April
22, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation (contained in its opinion filed herewith as
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this Registration Statement).
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SIGNATURES
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 Ardmore, State of Oklahoma, on the 30th day of
October, 1997.
NOBLE AFFILIATES, INC.
(Registrant)
By: ROBERT KELLEY
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Robert Kelley
Chairman, President and Chief Executive Officer
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 indicated.
Each person whose signature appears below constitutes and appoints
Robert Kelley and Wm. D. Dickson, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign on his behalf individually and in each
capacity stated below any amendment, including post-effective amendments, to
this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
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ROBERT KELLEY Chairman, President and Chief Executive October 30, 1997
- ---------------------------------- Officer and Director
Robert Kelley (Principal Executive Officer)
WM. D. DICKSON Vice President - Finance and Treasurer October 30, 1997
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Wm. D. Dickson
JAMES L.MCELVANY Controller (Principal Accounting Officer) October 30, 1997
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James L. McElvany
ALAN A. BAKER Director October 30, 1997
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Alan A. Baker
MICHAEL A. CAWLEY Director October 30, 1997
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Michael A. Cawley
EDWARD F. COX Director October 30, 1997
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Edward F. Cox
Director
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James C. Day
HAROLD F. KLEINMAN Director October 30, 1997
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Harold F. Kleinman
Director
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George J. McLeod
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4.1 Noble Affiliates, Inc. 1992 Stock Option and Restricted
Stock Plan, as amended and restated on December 10, 1996,
and approved by stockholders on April 22, 1997.
4.2 Amendments to the Noble Affiliates, Inc. 1992 Stock Option
and Restricted Stock Plan adopted on April 22, 1997.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(contained in its opinion filed herewith as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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