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Registration No. 33-
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY 21, 1996
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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. Key Employee Stock Plan
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ONEOK INC.
100 West Fifth Street, Tulsa, Oklahoma 74103
(Name of the issuer of the equity securities being offered pursuant
to the Plan and the address of its principal office)
DELAWARE 73-0383100
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
J. D. NEAL DONALD. A. KIHLE
Vice President, Chief Financial 100 West Fifth Street
Officer and Treasurer Suite 1000
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Names, addresses, and telephone numbers of agents for service)
--------------------
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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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price(3) Fee
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<S> <C> <C> <C> <C>
Common stock,
without par value 1,000,000 Shares $26.375 $26,375,000 $9,095
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Exhibits Index on Page 5.
<PAGE> 2
(1) 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 ONEOK Inc. Key Employee Stock Plan (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.
(2) Based on price of $26.375 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 Transactions for May
15, 1996.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
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<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given 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 purposes
of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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:
(a) The Company's Annual Report on Form 10-K for the year ended August 31,
1995.
(b) 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,
1995, which includes the Company's Quarterly Reports on Form 10-Q
dated November 30, 1995, and February 29, 1996; and Current Reports on
Form 8-K dated April 22, 1996.
(c) 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
The following is a description of the Company's Common Stock.
Holders of ONEOK Inc. Common Stock are entitled to (1) vote for each share held
of record. Subject to the preferential rights of the holders of the
Corporation's Preferred Stock and Preference Stock, the holders of Common Stock
are entitled to receive any Dividends that may be declared by the Corporation's
Board of Directors from funds legally available therefor and to share pro rata
in the net assets of the Corporation upon liquidation. Holders of Common Stock
have no preemptive rights and no rights to convert their Common Stock into any
other securities of the Corporation. All outstanding shares of Common Stock
are fully paid and are not subject to calls or assessments. Each share of
Common Stock includes an associated preference stock purchase right (the Right)
under the Corporation's Shareholder Rights Plan, (the Rights Plan), which
entitles the holder of the Right, under certain circumstances specified in the
Rights Plan, to purchase one one-hundredth (1/100) of a share of Series A
Participating Preference Stock of the Corporation for each Right. Of the
Series A Preference Stock, a total of 200,000 shares have been reserved for
this purpose. The designation of the Rights is incorporated by reference into
this Prospectus.
ITEM 5
INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of ONEOK Inc., as of August 31, 1995 and
1994, and for each of the years in
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<PAGE> 4
the three-year period ended August 31, 1995, have been incorporated by
reference herein and in the Registration Statement, in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
The legality of the securities which may be purchased under the Plan has been
passed upon by the firm of Arrington Kihle Gaberino & Dunn, Inc., 100 West
Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company. The
firm of Arrington Kihle Gaberino & Dunn, Inc., has reviewed the statements made
as to matters of law and legal conclusions under "Securities to be Offered" 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
Pursuant to Article VIII of the bylaws of the Company, upon authorization and
determination either (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 stockholders, 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.
Under insurance contracts 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. Such coverage is provided in the amount of
$75,000,000 with a retained limit by the Company of $250,000. The insurance
companies are obligated to pay covered losses in excess of the $250,000
retained limit, up to the policies' limits of $75,000,000. Among the policies'
exclusions are those which exclude coverage for accounting for profits made
within the meaning of Section 16(b) of the Securities 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.
The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy as
expressed in said Act and are therefore unenforceable. It is recognized that
the above-summarized provisions of the registrant's bylaws and the applicable
Delaware General Corporation Law may be sufficiently broad to indemnify
officers, directors, and controlling persons of the registrant against
liabilities arising under said Act. Therefore, in the event that a claim of
indemnification against liability under said Act (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) shall be asserted by an officer, director, or controlling person
under said provisions, the registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication-of such issue.
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<PAGE> 5
ITEM 8
EXHIBITS
The following exhibits are attached hereto or incorporated by reference herein:
<TABLE>
<CAPTION>
Page Number or
Incorporation by
Reference to
----------------
<S> <C> <C>
(4)(a) Third Restated Certificate of
Incorporation of ONEOK Inc. Exhibit (3)(a) to
Annual Report on
Form 10-K dated
August 31, 1994.
(4)(b) Bylaws of ONEOK Inc., as Amended Exhibit (3)(b) to
Annual Report on
Form 10-K dated
August 31, 1994.
(5) Opinion and consent of
Arrington Kihle Gaberino & Dunn, Inc. 11-12
(23)(b) Independent Auditors' Consent 13
(24) Powers of Attorney. (Included on
pages 8, 9, and 10)
(99) ONEOK Inc. Key Employee Stock Plan Exhibit B to 1995
definitive Proxy
Statement
</TABLE>
5
<PAGE> 6
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.
Provided, however, that paragraphs a. (1) (a) and
(b), above, do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 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 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 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 key employee to whom the
prospectus is sent or given, the latest Annual Report to Shareholders
unless such key 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 key 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 so 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 of 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
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<PAGE> 7
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.
7
<PAGE> 8
SIGNATURE
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 this 16th day of
May 1996.
ONEOK Inc.
By: LARRY BRUMMETT
-----------------------------------
Larry Brummett, Chairman of the
Board, President, and Chief Executive
Officer
8
<PAGE> 9
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Larry
Brummett, J. D. Neal, and D. P. Baumann, or any of them, as attorneys-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
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 16th day of May 1996.
<TABLE>
<S> <C>
LARRY BRUMMETT J. D. NEAL
- ----------------------------------- -----------------------------------
Larry Brummett J. D. Neal
Chairman of the Board, Vice President,
President, Chief Executive Chief Financial Officer, and
Officer, and Director Treasurer
E. G. ANDERSON B. H. MACKIE
- ----------------------------------- -----------------------------------
E. G. Anderson B. H. Mackie
Director Director
W. M. BELL D. A. NEWSOM
- ----------------------------------- -----------------------------------
W. M. Bell D. A. Newsom
Director Director
D. R. CUMMINGS G. D. PARKER
- ----------------------------------- -----------------------------------
D. R. Cummings G. D. Parker
Director Director
W. L. FORD J.D. SCOTT
- ----------------------------------- -----------------------------------
W. L. Ford J. D. Scott
Director Director
J. M. GRAVES G. R. WILLIAMS, M.D.
- ----------------------------------- -----------------------------------
J. M. Graves G. R. Williams, M.D.
Director Director
S. J. JATRAS S. L. YOUNG
- ----------------------------------- -----------------------------------
S. J. Jatras S. L. Young
Director Director
D. L. KYLE
- -----------------------------------
D. L. Kyle
Director
</TABLE>
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan has caused
this registration statement to be signed on its behalf by the undersigned in
their capacity as members of the Executive Compensation Committee, thereunto
duly authorized, in the City of Tulsa and the State of Oklahoma, on this 16th
day of May 1996.
G. R. WILLIAMS, M.D.
- -----------------------------------
G. R. Williams, M.D.
Chairman
Executive Compensation Committee
D. R. CUMMINGS
- -----------------------------------
D. R. Cummings
Member
Executive Compensation Committee
W. L. FORD
- -----------------------------------
W. L. Ford
Member
Executive Compensation Committee
J. M. GRAVES
- -----------------------------------
J. M. Graves
Member
Executive Compensation Committee
G. D. PARKER
- -----------------------------------
G. D. Parker
Member
Executive Compensation Committee
The Plan does not have any officers or directors or persons performing similar
functions other than the committee members whose signatures appear above.
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<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page Number or
EXHIBIT Incorporation by
NUMBER DESCRIPTION Reference to
- ------- ----------- ----------------
<S> <C> <C>
(4)(a) Third Restated Certificate of
Incorporation of ONEOK Inc. Exhibit (3)(a) to
Annual Report on
Form 10-K dated
August 31, 1994.
(4)(b) Bylaws of ONEOK Inc., as Amended Exhibit (3)(b) to
Annual Report on
Form 10-K dated
August 31, 1994.
(5) Opinion and consent of
Arrington Kihle Gaberino & Dunn, Inc. 11-12
(23)(b) Independent Auditors' Consent 13
(24) Powers of Attorney. (Included on
pages 8, 9, and 10)
(99) ONEOK Inc. Key Employee Stock Plan Exhibit B to 1995
definitive Proxy
Statement
</TABLE>
<PAGE> 1
EXHIBIT 5
LAW OFFICES
ARRINGTON KIHLE GABERINO & DUNN
<TABLE>
<S> <C> <C>
John L. Arrington, Jr. A Professional Corporation Thomas J. Kirby
Barry K. Beasley 1000 ONEOK Plaza Sheppard F. Miers, Jr.
Rebecca Brett 100 West Fifth Street Jennifer E. Mustain
Stuart D. Campbell Tulsa, Oklahoma 74103-4219 Michael V. Snyder
Patrick W. Cipolla -- John M. Sharp
C. Burnett Dunn (918) 585-8141 Sidney K. Swinson
John A. Gaberino, Jr. -- --
Vivian C. Hale Telecopier (918) 588-7873 Oklahoma City Office
Larry D. Henry 2212 NW 50th, Suite 163
Robert A. Huffman, Jr. Oklahoma City, OK 73112
J. Clarke Kendall II (405) 840-4408
Donald A. Kihle Telecopier (405) 843-9090
</TABLE>
May 17, 1996
ONEOK Inc.
100 West Fifth Street
Tulsa, OK 74103
Re: Form S-8, Registration
Statement Under the Securities
Act of 1933, relating to
1,000,000 shares of the Common
Stock, Without Par Value, of
ONEOK Inc.
Gentlemen:
We are retained as regular counsel for ONEOK Inc., a Delaware
corporation (hereinafter called the "Company") which has filed with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 relating to the
registration of one million (1,000,000) shares of the Company's Common Stock,
without par value (the "Shares") for sale under the ONEOK Inc. Key Employee
Stock Plan (the "Plan").
We have examined (a) the above-mentioned Registration Statement which
is being filed with the Securities and Exchange Commission; (b) the Third
Restated Certificate of Incorporation, and the By-laws, as amended, of the
Company; (c) the Plan; (d) the corporate actions taken by the Board of
Directors of the Company in connection with the issuance of the Shares; and (e)
such other corporate records, certificates of public officials and officers of
the Company, and other documents as we have considered relevant to the matters
covered by this opinion.
In connection with the foregoing, we wish to advise you as follows:
1. The Company is a corporation validly organized and existing
under the laws of the State of Delaware and is duly qualified to do business as
a foreign corporation in the State of Oklahoma.
11
<PAGE> 2
ONEOK Inc.
May 17, 1996
Page 2
2. The filing of the above-mentioned Registration Statement has
been duly authorized by the proper corporate action on the part of the Company.
3. Assuming the Shares are being issued in compliance with the
terms and conditions of the Plan, when the certificates for the Shares have
been executed by the proper officer of the Company, countersigned by the
Transfer Agent and registered by the Registrar thereof, the certificates for
such Shares will represent, and the Shares will constitute, duly authorized,
legally issued, fully paid, non-assessable, valid and legal shares of the
Common Stock of the Company.
We hereby consent to:
1. Being named in the above-mentioned Form S-8 Registration
Statement and the documents constituting a Prospectus under Rule 428 (a) (1) of
the Commission, and in any amendments thereto, under the caption "Experts" and
"Legality," as counsel for the Company, passing upon legal matters in
connection with the Shares and having reviewed the matters of law and legal
conclusions under "Description of Securities" contained in said Registration
Statement and documents which are included therein under our authority as
experts.
2. The filing of this opinion as an exhibit to the
above-mentioned Form S-8 Registration Statement.
Very truly yours,
HUFFMAN ARRINGTON KIHLE GABERINO &
DUNN, INC.
By /s/ Donald A. Kihle
-----------------------------------
Donald A. Kihle, President
DAK:bb
12
<PAGE> 1
EXHIBIT (23)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ONEOK Inc.
We consent to the incorporation by reference herein of our report on
the Consolidated Financial Statements of ONEOK Inc. as of August 31, 1995 and
1994, and for each of the years in the three-year period ended August 31, 1995,
which report appears in the August 31, 1995, Annual Report on Form 10-K of
ONEOK Inc. Our report refers to a change in the method of accounting for
certain postemployment and postretirement benefit obligations.
KPMG Peat Marwick LLP
Tulsa, Oklahoma
May 10, 1996
13
