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Registration No. 333-_________
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As filed with the Securities and Exchange Commission on July 24, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONEOK, Inc. Employee Stock Purchase Plan
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ONEOK, Inc.
100 West Fifth Street, Tulsa, OK 74103
(Name of the issuer of the equity securities being offered pursuant
to the Plan and the address of its principal office)
Oklahoma 73-1520922
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
<TABLE>
<S> <C> <C>
DEBORAH B. BARNES DAVID E. ROTH JOHN R. BARKER
Vice President, Secretary, and Vice President - Human Resources Gable & Gotwals
Associate General Counsel ONEOK, Inc. 100 West Fifth Street
ONEOK, Inc. 100 West Fifth Street Suite 1100
100 West Fifth Street Tulsa, OK 74103 Tulsa, OK 74103
Tulsa, OK 74103 (918) 588-7000 (918) 585-8141
(918) 588-7000
(Name, addresses, and telephone numbers of agents for service)
</TABLE>
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Appropriate date of commencement of proposed sale pursuant to the Plan: from
time to time after the effective date hereof
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Type of Securities Amount Proposed Maximum Proposed Maximum Amount
to be to be Offering Price Aggregate of
Registered (1) Registered (2) Per Unit (3) Offering Price (4) Registration Fee
Common Stock,
$0.01 par value 250,000 $27.3125 $6,828,125 $1,803
</TABLE>
Exhibits Index on Page 12.
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests in
the Plan to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Represents the estimated maximum amount of common stock of ONEOK, Inc.
(hereinafter referred to as "Common Stock") which could be contributed or
acquired under the Employee Stock Purchase Plan (hereinafter referred to as
the "Plan") from ONEOK, Inc. (hereinafter referred to as the "Company"),
during the years of operation of the Plan.
(3) Based on price of $27.31 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 July 21, 2000.
(4) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.
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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 will
be sent or given to employees 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.
The Company and the Plan hereby incorporate by reference in this Registration
Statement the following documents of the Company (SEC File No. 1-2572)
heretofore filed with the Securities and Exchange Commission:
(1) Annual Report on Form 10-K for the year ended August 31, 1999.
(2) Reports on Form 10-Q for the quarterly period ended November 30, 1999,
the transition period ended December 31, 1999 and the quarterly period
ended March 31, 2000;
(3) Current reports on Form 8-K 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 6, 2000, April 24, 2000, May 30, 2000, June 19, 2000 and
July 10, 2000;
(4) The description of our Common Stock in our Form 8-A registration
statement filed with the Securities and Exchange Commission on
November 21, 1997, including any amendment or report filed for the
purpose of updating that description; and
(5) The description of our preferred share rights contained in our Form 8-
A registration statement filed with the Securities and Exchange
Commission November 28, 1997, including any amendment or report filed
for the purpose of updating that description.
(6) In addition, there is incorporated herein by reference 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. Such
documents are deemed to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
General
We are authorized to issue a total of 200,000,000 shares of all classes of
stock. Of those authorized shares, 100,000,000 are shares of Common Stock, par
value $0.01 per share, 29,193,196 shares of which were outstanding at March 31,
2000, and 100,000,000 are shares of Preferred Stock, par value $0.01 per share.
Of the Preferred Stock, there are 20,000,000 shares designated as Series A
Convertible Preferred Stock, of which 19,946,448 shares were outstanding at
March 31, 2000, 30,000,000 shares designated as Series B Convertible Preferred
Stock, none of which were outstanding at March 31, 2000, and 1,000,000 shares
designated as Series C Preferred Stock, none of which were outstanding at March
31, 2000.
3
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Item 5. Interests of Named Experts and Counsel.
The legality of the securities which may be purchased under the Plan has been
passed upon by the firm of Gable & Gotwals, 1100 ONEOK Plaza, 100 West Fifth
Street, Tulsa, Oklahoma 74103-4217, counsel for the Company. The firm of
Gable & Gotwals has reviewed the statements made as to matters of law and legal
conclusions under "Description of Securities" and such statements are set forth
in the documents which form a part of the prospectus in reliance upon its
authority as an expert.
Item 6. Indemnification of Directors and Officers.
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 the law,
(iii) payment of unlawful dividends or unlawful stock purchasers 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.
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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 including covered defense costs, 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 provision 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 the Securities Act of 1933.
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 which 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.
Not applicable.
5
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Item 8. Exhibits.
(4)(a) Article "Fourth" of the Certificate of Incorporation of ONEOK, Inc.
(Preferred Stock and Common Stock), Incorporated by reference from
Exhibit 3.1 to Amendment No. 3 to Registration Statement on
Form S-4 filed August 31, 1997).
(4)(b) Certificate of Designation for Series C Participating Preferred
Stock of ONEOK, Inc., filed November 26, 1998 (Incorporated by
reference from Exhibit No. 1 to Form 8-A, filed November 26, 1997).
(4)(c) Rights Agreement, dated November 26, 1997, between ONEOK, Inc. and
Liberty Bank and Trust Company of Oklahoma City, N.A., as Rights
Agent (Incorporated by reference from Exhibit 2.3 to Amendment No.
3 to Registration Statement on Form S-4 filed August 31, 1997).
(4)(d) Shareholder Agreement, dated November 26, 1997, between Western
Resources, Inc. and ONEOK, Inc. (Incorporated by reference from
Exhibit 2.2 to Amendment No. 3 to Registration Statement on
Form S-4 filed August 31, 1997).
(5) Opinion of Gable & Gotwals, Inc.
(23)(a) Consent of Gable & Gotwals, Inc. (See Exhibit 5)
(23)(b) Consent of KPMG LLP
(23)(c) Consent of PricewaterhouseCoopers LLP
(24) Powers of Attorney (Included on Pages 10 and 11)
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Item 9. Undertakings.
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.
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-2, 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 section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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.
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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.
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SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 20th day
of July, 2000.
ONEOK, Inc.
By: Larry Brummett
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Larry Brummett, Chairman of the
Board and Chief Executive
Officer
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POWER OF ATTORNEY
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Each person whose individual signature appears below hereby authorizes Larry
Brummett 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, as amended, 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 20th day of
July, 2000.
Larry W. Brummett Jim Kneale
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Larry W. Brummett Jim Kneale
Chairman of the Board, Vice President,
Chief Executive Treasurer, and
Officer, and Director Chief Financial Officer
David L. Kyle Barry D. Epperson
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David L. Kyle Barry D. Epperson
President, Chief Operating Vice President, Controller, and
Officer, and Director Chief Accounting Officer
Edwyna G. Anderson Douglas T. Lake
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Edwyna G. Anderson Douglas T. Lake
Director Director
William M. Bell Bert H. Mackie
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William M. Bell Bert H. Mackie
Director Director
Douglas R. Cummings Douglas Ann Newsom
------------------- -------------------
Douglas R. Cummings Douglas Ann Newsom
Director Director
William L. Ford Gary D. Parker
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William L. Ford Gary D. Parker
Director Director
Howard R. Fricke J. D. Scott
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Howard R. Fricke J. D. Scott
Director Director
10
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan
has caused this Registration Statement to be signed on its behalf by the
undersigned in their capacity as members of the registrant's Executive
Compensation Committee, thereto duly authorized, in the City of Tulsa and the
State of Oklahoma, on this 20th day of July 2000.
ONEOK, INC.
EMPLOYEE STOCK PURCHASE PLAN
William L. Ford
---------------
William L. Ford, Chairman
Douglas R. Cummings
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Douglas R. Cummings, Vice Chairman
Douglas T. Lake
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Douglas T. Lake, Member
Bert H. Mackie
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Bert H. Mackie, Member
Gary D. Parker
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Gary D. Parker, Member
William M. Bell
---------------
William M. Bell, Member
Howard R. Fricke
----------------
Howard R. Fricke, Member
Douglas Ann Newsom
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Douglas Ann Newsom, Member
This Plan does not have any officers or directors or persons performing similar
functions other than the committee members whose signatures appear above.
11
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(5) Opinion of Gable & Gotwals, Inc.
(23)(b) Consent of KPMG LLP
(23)(c) Consent of PricewaterhouseCoopers LLP
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