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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIT CORPORATION
(Exact name of registrant as specified in its charter)
1000 KENSINGTON TOWER I
7130 SOUTH LEWIS
TULSA, OKLAHOMA 74136
(918) 493-7700
DELAWARE (Name, address,including zip code, 73-1283193
(State or other and telephone number, including (I.R.S. Employer
jurisdiction of area code, of Registrant's Identification No.)
incorporation or principal executive
organization) offices)
UNIT CORPORATION 2000 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
(Full title of the a Plan)
MARK E. SCHELL
GENERAL COUNSEL
UNIT CORPORATION
1000 KENSINGTON TOWER I, 7130 SOUTH LEWIS, TULSA, OKLAHOMA 74136
(918) 493-7700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
LYNNWOOD R. MOORE, JR.
CONNER & WINTERS,
A PROFESSIONAL CORPORATION
3700 FIRST PLACE TOWER
15 EAST 5TH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed maximum
class of maximum offering aggregate
securities to Amount to be price per offering Amount of
be registered registered share (1) price registration fee
------------- ---------- --------- ----- ----------------
Common Stock 195,000 shares $12.625 $2,461,875 $649.94
Common Stock 15,000 shares $12.1875 182,812.50 48.26
-------
$698.20
=======
(1) For purposes of determining the registration fee, the maximum per share
and aggregate offering prices have been determined, pursuant to Rule 457(h) of
the Securities Act of 1933, as follows: (i) in the case of shares of common
stock for which options have not been granted, on the basis of the average of
high and low prices of the common stock reported on the New York Stock Exchange
on May 24, 2000, and (ii) in the case of shares of common stock which may be
purchased upon exercise of outstanding options, on the basis of the exercise
price for such options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I of Form S-8 to be contained in the Section
10(a) Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(c) Description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-3 (File No. 333-
83551) and all amendments or reports filed for the purpose
of updating such description.
All other reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of this offering shall be
incorporated by reference into this Registration Statement and shall be deemed
to be a part of this Registration Statement from the date of filing of such
reports and documents. Any statement contained herein or in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities being registered
hereunder will be passed upon by Mark E. Schell, General Counsel and Secretary
of the Registrant. At May 25, 2000, Mr. Schell was the beneficial owner of
73,358 shares of the Registrant's common stock and is a participant in various
employee benefit plans offered to officers and employees of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 4 of the By-Laws of the Registrant provides for indemnification of
any person who is, or is threatened to be made, a witness in or a party to any
proceeding by reason of his position as a director, officer, or employee of the
Registrant, to the extent authorized by applicable law including, but not
limited to, the Delaware General Corporation Law. Pursuant to Section 145 of
the Delaware General Corporation Law a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. With respect to suits by or in the
right of a corporation, however, indemnification is generally limited to
attorney's fees and other expenses and is not available if such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate.
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In addition, a corporation has the power to purchase and maintain insurance for
such persons. Article 4 of the By-laws also expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted to
present and former directors, officers, employees and agents, under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
Article Nine of the Registrant's Charter eliminates in certain
circumstances the monetary liability of our directors for a breach of their
fiduciary duty as directors. These provisions do not eliminate the liability of
a director
. for a breach of the director's duty of loyalty to the Registrant or to
its stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law;
. under Section 174 of the Delaware General Corporation Law (relating to
the declaration of dividends and purchase or redemption of shares in
violation of the Delaware General Corporation Law); or
. for transactions from which the director derived an improper personal
benefit.
The Registrant has purchased directors and officers liability insurance
that would indemnify its directors and officers against damages arising out of
certain kinds of claims that might be made against them based on their negligent
acts or omissions while acting in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibits
-----------------------
4.1 -- Form of Common Stock Certificate of Unit Corporation (incorporated
herein by reference to Exhibit 4.1 to Form S-3 (file No. 333-83551).
4.2 -- Rights Agreement between the Company and Chemical Bank, Rights Agent
(incorporated herein by reference to Exhibit 1 to the Company's Form 8-
A filed with the SEC on May 23, 1995).
5 -- Opinion of Mark E. Schell, Tulsa, Oklahoma (filed herewith).
15 -- Letter of PricewaterhouseCoopers LLP regarding
-- unaudited interim financial information (filed herewith).
23.1 -- Consent of PricewaterhouseCoopers LLP, independent accountants (filed
herewith).
23.2 -- Consent of Mark E. Schell (included in Exhibit 5).
24.1 -- Power of Attorney (included on the signature page to this registration
statement).
99 -- Unit Corporation 2000 Non-Employee Directors' Stock Option Plan
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
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maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) 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 ("Exchange Act") that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, 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 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
Securities Act and will be governed by the final adjudication of such issue.
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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 May 25, 2000.
Unit Corporation
By: /s/ King P. Kirchner
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King P. Kirchner,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Mark E. Schell and King P. Kirchner, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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, or his or their substitutes, may lawfully
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 on May 25,
2000.
Name Title
/s/ King P. Kirchner Chief Executive Officer
------------------------------- Chairman of the Board
King P. Kirchner
/s/ John G. Nikkel President and
------------------------------- Director
John G. Nikkel
/s/ Earle Lamborn Vice President and
------------------------------- Director
Earle Lamborn
Vice President, Treasurer
/s/ Larry D. Pinkston and Chief Financial Officer
------------------------------- (Principal Financial Officer)
Larry D. Pinkston
Controller
/s/ Stanley W. Belitz (Principal Accounting Officer)
-------------------------------
Stanley W. Belitz
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/s/ William B. Morgan Director
-------------------------------
William B. Morgan
/s/ Don Cook Director
-------------------------------
Don Cook
/s/ J. Michael Adcock Director
-------------------------------
J. Michael Adcock
/s/ John S. Zink Director
-------------------------------
John S. Zink
/s/ John H. Williams Director
-------------------------------
John H. Williams
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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4.1 -- Form of Common Stock Certificate of Unit Corporation (incorporated
herein by reference to Exhibit 4.1 to Form S-3 (file No. 333-83551).
4.2 -- Rights Agreement between the Company and Chemical Bank, Rights Agent
(incorporated herein by reference to Exhibit 1 to the Company's Form
8-A filed with the SEC on May 23, 1995).
5 -- Opinion of Mark E. Schell, Tulsa, Oklahoma (filed herewith).
15 -- Letter of PricewaterhouseCoopers LLP regarding unaudited interim
financial information (filed herewith).
23.1 -- Consent of PricewaterhouseCoopers LLP, independent accountants (filed
herewith).
23.2 -- Consent of Mark E. Schell (included in Exhibit 5).
24.1 -- Power of Attorney (included on the signature page to this
registration statement).
99 -- Unit Corporation 2000 Non-Employee Directors' Stock Option Plan
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