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As filed with the Securities and Exchange Commission on November 16, 1995
Registration No. 33-________
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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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Unit Corporation
(Exact name of registrant as specified in its charter)
Delaware 73-1283193
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Kensington Tower I
7130 South Lewis
Tulsa, Oklahoma 74136
(Address of Principal Executive Offices) (Zip Code)
__________
Unit Corporation
Amended and Restated
Stock Option Plan
(Full title of the plan)
Mark E. Schell, Esq.
Secretary and General Counsel
Unit Corporation
1000 Kensington Tower I
7130 South Lewis
Tulsa, Oklahoma 74136
(Name and address of agent for service)
(918) 493-7700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum offering maximum aggregate Amount of
Securities to to be price per offering registration
be registered registered(1) unit(2) price(2) fee(1)(2)
________________________________________________________________________________
Common Stock
par value 500,000 $3.9375 $1,968,750 $393.75
$.20 per share shares
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(1) The number of shares of Common Stock is the number of additional shares
deliverable upon the exercise of options which have been or may be granted
pursuant to the Amended and Restated Stock Option Plan. This Registration
statement also covers such indeterminable additional number of shares as may
become so deliverable as a result of any future adjustments in accordance with
the terms of said plan.
(2) Calculated solely for the purpose of determining the registration fee, and
based upon $3.9375 per share, representing the average high and low sales prices
of the Registrant's Common Stock on the New York Stock Exchange on November 9,
1995 (a date five business days prior to this filing).
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Two prior registration statements, No. 33-19652, filed on January 14, 1988, and
No. 33-44103, filed on November 9, 1991, cover the previous 1,000,000 shares of
Common stock authorized pursuant to the Plan. This current registration
statement covers an additional 500,000 shares of Common stock subsequently
authorized for the Plan.
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Incorporation By Reference
- --------------------------
This Registration Statement on Form S-8 relates to an additional 500,000
shares of the Common Stock of Unit Corporation, a Delaware corporation (the
"Registrant"), subject to the Registrant's Amended and Restated Stock Option
Plan (the "Plan"). There are two (2) effective registration statements on Form
S-8, File No. 33-9652, filed January 14, 1988, and File No. 33-44103, filed
November 19, 1991, for the balance of the shares of Common Stock subject to the
Plan. The Plan was amended to increase the number of shares of Common Stock
available thereunder from 1,000,000 to 1,500,000 shares and to extend the
expiration date thereof to May 30, 2000. Pursuant to Note E to General
Instructions to Form S-8, the contents of both prior registration statements are
hereby incorporated herein by reference.
PART II
Item 5. Interests of Named Experts and Counsel
Mark E. Schell, Secretary and General Counsel of the Registrant, is the
beneficial owner of 17,398 shares of Common Stock and has options to acquire an
additional 45,000 shares of Common Stock.
Item 8. Exhibits.
The following instruments are included as exhibits to this Registration
Statement.
4.1 Unit Corporation Amended and Restated Stock Option Plan (incorporated
by reference to Appendix "A" to Registrant's definitive Proxy
Statement dated March 27, 1995 with respect to Registrant's 1995
Annual Meeting of Stockholders held on May 3, 1995.
5. Opinion of Counsel as to the legality of the shares of Common Stock
being registered.
15. Letter re: Unaudited Interim Financial Information
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Mark E. Schell, Esq. (included in Exhibit 5).
24 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 Tulsa, State of Oklahoma, on November 16, 1995.
UNIT CORPORATION
By: /s/ John G. Nikkel
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John G. Nikkel
President, Chief Operating
Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Directors and
Officers of Unit Corporation, do hereby constitute and appoint Mr. John G.
Nikkel and Mr. Mark E. Schell, or either of them, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
behalf in our capacities as Directors and Officers, and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys-in-fact and agents, or either of them, may deem necessary
or advisable to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the Securities
and Exchange Commission, in connection with this Registration Statement,
including specifically, but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicted below, any and all
amendments (including post-effective amendments) hereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; and we do hereby ratify and confirm all that
the said attorneys-in-fact and agents, or either of them, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Name Title Date
---- ----- ----
/s/ King P. Kirchner Chairman of the Board, November 16, 1995
- ---------------------- Chief Executive Officer and
King P. Kirchner Director ( Principal Executive
Officer)
/s/ John G. Nikkel President, Chief Operating November 16, 1995
- ---------------------- Officer and Director
John G. Nikkel
/s/ Larry D. Pinkston Vice President, Treasurer November 16, 1995
- ---------------------- and Chief Financial Officer
Larry D. Pinkston (Principal Financial Officer)
/s/ Stanley W. Belitz Controller November 16, 1995
- ---------------------- (Principal Accounting Officer)
Stanley W. Belitz
/s/ Don Bodard Director November 16, 1995
- ----------------------
Don Bodard
/s/ John H. Williams Director November 16, 1995
- ----------------------
John H. Williams
Director November 16, 1995
- ----------------------
John Zink
Director November 16, 1995
- ----------------------
Don Cook
/s/ O. Earle Lamborn Sr. Vice President November 16, 1995
- ---------------------- and Director
O. Earle Lamborn
Director November 16, 1995
- ----------------------
William B. Morgan
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EXHIBIT 5
November 16, 1995
Unit Corporation
1000 Kensington Tower I
7130 South Lewis
Tulsa, Oklahoma 74103
Gentlemen:
The undersigned is general counsel to Unit Corporation, a Delaware
Corporation (the "Company") and as such has assisted the Company in connection
with the preparation of a registration statement on Form S-8, to be filed with
the Securities and Exchange Commission (the "Registration Statement"), with
respect to the registration under the Securities Act of 1933, as amended, of an
additional 500,000 shares of the Common Stock, $.20 par value per share, of the
Company (the "Shares") which have been reserved for issuance to certain persons
upon the exercise of options to be granted pursuant to the Company's Amended and
Restated Stock Option Plan (the "Plan").
I have examined the Company's Restated Certificate of Incorporation and
Bylaws, the Plan and related agreements, and records of corporate proceedings
and other actions taken by the Company in connection with the authorization,
issuance and sale of the Shares. Based on the foregoing and in reliance
thereon, it is my opinion that the Shares, when issued pursuant to options
granted and exercised in accordance with the provisions of the Plan, will
be legally issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
\s\ Mark E. Schell
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Mark E. Schell
General Counsel
Unit Corporation
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EXHIBIT 15
November 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Unit Corporation
Registration on Form S-8
We are aware that our reports dated May 5, 1995, August 7, 1995 and November 8,
1995 on our review of interim financial information of Unit Corporation for the
periods ended March 31, 1995 and 1994, June 30, 1995 and 1994, and September 30,
1995 and 1994 and included in the Company's quarterly reports on Form 10-Q for
the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, are
incorporated by reference in this registration statement. Pursuant to Rule
436(c) under the Securities Act of 1933, these reports should not be considered
a part of the registration statement prepared or certified by us within meaning
of the Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Unit Corporation on Form S-8 (File No. __________) of our report dated February
22, 1995, on our audits of the consolidated financial statements and financial
statement schedule of Unit Corporation as of December 31, 1994 and 1993, and for
the years ended December 31, 1994, 1993, and 1992, which report is
included in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
November 16, 1995
