<PAGE> 1
As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-
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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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THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
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Delaware 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
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THE WILLIAMS COMPANIES, INC.
1996 STOCK PLAN FOR NONOFFICER EMPLOYEES
(Full title of plan)
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SHAWNA L. GEHRES
The Williams Companies, Inc.
One Williams Center
Tulsa OK 74172
(918) 573-2000
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be to be Price Offering Registration
Registered Registered Per Unit(1) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
($1 par value) 12,000,000(3) $34.4375 $413,250,000 $109,098
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</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on December 14, 2000.
(2) Estimated solely for the purpose of calculating the filing fee.
(3) Includes an equal number of Rights issuable under The Williams
Companies, Inc. Rights Plan.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this prospectus:
(a) Williams' Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999.
(b) Williams' Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000.
(c) Williams' Current Reports on Form 8-K dated January 19, 2000,
March 1, 2000, July 24, 2000, August 2, 2000, October 26,
2000, and November 29, 2000.
All reports subsequently filed by Williams and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering, shall be deemed to be incorporated herein by
reference and to be a part hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of Delaware, 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 such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person 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 by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The By-laws of the Company provide for indemnification by the Company
of its directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware. In addition, the Company has entered into indemnity
agreements with its directors and certain officers providing for, among other
things, the indemnification of and the advancing of expenses to such individuals
to the fullest extent permitted by law, and, to the extent insurance is
maintained, for the continued coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
<PAGE> 3
ITEM 8. EXHIBITS.
*(4.1) -- Restated Certificate of Incorporation of Williams (filed as
Exhibit 4(a) to Form 8-B Registration Statement, filed
August 20, 1987).
*(4.2) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to
Form 10-K for the fiscal year ended December 31, 1994).
*(4.3) -- Certificate of Amendment of Restated Certificate of
Incorporation, filed May 16, 1997.
*(4.4) -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock (filed as
Exhibit 3(f) to Form 10-K for the year ended December 31,
1995).
*(4.5) -- Certificate of Increase of Authorized Number of Shares of
Series A Junior Participating Preferred Stock (filed as
Exhibit 3(g) to Form 10-K for the year ended December 31,
1997).
*(4.7) -- Restated By-laws of Williams (filed as Exhibit 99.1 to Form
8-K filed January 19, 2000).
*(4.8) -- Form of Senior Debt Indenture (filed as Exhibit 4.1 to the
Registration Statement on Form S-3 filed September 8, 1997).
*(4.9) -- Form of Subordinated Debt Indenture (filed as Exhibit 4.2 to
the Registration Statement on Form S-3 filed September 8,
1997).
*(4.10) -- Form of Floating Rate Senior Note (filed as Exhibit 4.3 to
the Registration Statement on Form S-3 filed September 8,
1997).
*(4.11) -- Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to the
Registration Statement on Form S-3 filed September 8, 1997).
*(4.12) -- Form of Floating Rate Subordinated Note (filed as Exhibit
4.5 to the Registration Statement on Form S-3 filed
September 8, 1997).
*(4.13) -- Form of Fixed Rate Subordinated Note (filed as Exhibit 4.6
to the Registration Statement on Form S-3 filed September 8,
1997).
*(4.14) -- Rights Agreement, dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York (filed
as Exhibit 4 to Williams Form 8-K, dated January 21, 1996).
(5.1) -- Opinion and Consent of Shawna L. Gehres, Esq., Secretary and
Counsel for the Company, relating to the validity of the
securities.
(23.1) -- Consent of Shawna L. Gehres (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(23.3) -- Consent of Deloitte & Touche LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant
to Power of Attorney.
*(99) -- The Williams Companies, Inc. 1996 Stock Plan for
Non-Employee Directors (filed as Exhibit A to the Company's
definitive Proxy Statement dated March 27, 1996).
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* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering. Include the following if the securities are
registered pursuant to Rule 415 under the Securities Act:
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:
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(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;
(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) of this Section 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 Section 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 such
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 that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
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 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 therein, 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 Securities Act of 1933 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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SIGNATURES
The Registrant. 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 State of Oklahoma on the 15th day of
December, 2000.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/ SHAWNA L. GEHRES
---------------------------------
(Shawna L. Gehres, Attorney-in-fact)
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 November 18, 1999:
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
* Chairman of the Board, President
--------------------------- and Chief Executive Officer
Keith E. Bailey (Principal Executive Officer)
* Senior Vice President
--------------------------- (Principal Financial Officer)
Jack D. McCarthy
* Controller
--------------------------- (Principal Accounting Officer)
Gary R. Belitz
* Director
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Hugh M. Chapman
* Director
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Glenn A. Cox
* Director
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Thomas H. Cruikshank
* Director
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W. R. Howell
* Director
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James C. Lewis
Director
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Charles M. Lillis
</TABLE>
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<TABLE>
<S> <C>
* Director
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Frank T. MacInnis
* Director
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Peter C. Meinig
* Director
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Gordon R. Parker
* Director
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Janice D. Stoney
* Director
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Joseph H. Williams
*By /s/ SHAWNA L. GEHRES
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(Shawna L. Gehres, Attorney-in-fact)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(5.1) -- Opinion and Consent of Shawna L. Gehres, Esq., Secretary and
Counsel for the Company, relating to the validity of the
securities.
(23.1) -- Consent of Shawna L. Gehres (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(23.3) -- Consent of Deloitte & Touche LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant
to Power of Attorney.
</TABLE>
