As filed with the Securities and Exchange Commission on June 6, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8/POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KERR-McGEE CORPORATION
(Exact name of Registrant as Specified in its Charter)
Kerr-McGee Center
Delaware Oklahoma City, Oklahoma 73125 73-1612389
(State of Incorporation) (Address of principal executive (I.R.S. Employer
offices, including Zip Code) Identification No.)
KERR-McGEE CORPORATION
2002 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
Gregory F. Pilcher
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
(name and address of agent for service)
(405) 270-1313
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of to be offering aggregate Registration
Securities registered price per Share(1) offering price(1) fee(2)(3)
to be registered
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Common Stock,
$1.00 Par Value Per Share 7,000,000 $57.28 $400,960,000 $36,888.32
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) based upon the average high and low prices
of the Common Stock as reported on the New York Stock Exchange on
May 30, 2002.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933,
as amended, as follows: Proposed maximum aggregate offering price
multiplied by 0.000092.
(3) The fee has already been paid.
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This Post-Effective Amendment to the Registration Statement on Form S-8
(333-89558) is being filed to correct the date on which the average of the high
and low price was used to determined the applicable filing fee and to make
corrections to the Registration Statement facing page, Part II, items 5 and 8,
the signature page, the exhibit index and the powers of attorney. All previous
incorporation by reference and Exhibits as filed as part of the original Form
S-8 on May 31, 2002, are hereby incorporated by reference to this amended
filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Gregory F. Pilcher, Senior Vice President, General Counsel and Secretary to
the Registrant, is issuing the Opinion of Counsel relating to this
Registration Statement and owns shares in the Company.
Item 8. Exhibits.
The following exhibits are filed herewith and are incorporated by
reference as part of this Registration Statement:
EXHIBIT DESCRIPTION
4.1 Form of Amended and Restated Certificate
of Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 4.1 to the Registration Statement
on Form S-4 filed on June 28, 2001).
4.2 Form of Amended and Restated ByLaws of the
Registrant (incorporated herein by
reference to Exhibit 4.2 to the
Registration Statement on Form S-4 filed
on June 28, 2001).
4.3 Rights Agreement, dated as of July 26, 2001,
by and between the Registrant and UMB Bank,
N.A. (incorporated herein by reference to
Exhibit 4.1 to the Registrant's Registration
Statement on Form 8-A filed on July 27,
2001).
4.4 First Amendment to Rights Agreement, dated
as of July 30, 2001, by and between the
Registrant and UMB Bank, N.A.
(incorporated herein by reference to
Exhibit 4.1 to the Registrant's Registration
Statement on Form 8-A/A filed on August
1, 2001).
4.5 The Kerr McGee Corporation 2002 Long Term
Incentive Plan (incorporated herein by
reference to Exhibit B to Form DEF 14A
filed on March 25, 2002).
5.1 Opinion of Gregory F. Pilcher, Senior Vice
President, General Counsel and Secretary
of the Registrant, as to the legality of
the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP relating to
Kerr-McGee Corporation financial statements.
1
23.2 Consent of Gregory F. Pilcher, Senior Vice
President, General Counsel and Secretary
(Contained in Exhibit 5.1).
24.1 Power of Attorney of Luke R. Corbett,
Chairman of the Board, Chief Executive
Officer and Director.
24.2 Power of Attorney of Robert M. Wohleber,
Senior Vice President, Treasurer and Chief
Financial Officer.
24.3 Power of Attorney of Gregory F. Pilcher,
Senior Vice President, General Counsel
and Secretary.
24.4 Power of Attorney of John M. Rauh, Vice
President, Controller and Chief Accounting
Officer.
24.5 Power of Attorney of William E. Bradford,
Director.
24.6 Power of Attorney of Sylvia A. Earle,
Director.
24.7 Power of Attorney of David C. Genever-
Watling, Director.
24.8 Power of Attorney of Martin C. Jischke,
Director.
24.9 Power of Attorney of William C. Morris,
Director.
24.10 Power of Attorney of Leroy C. Richie,
Director.
24.11 Power of Attorney of Matthew R. Simmons,
Director.
24.12 Power of Attorney of Nicholas J. Sutton,
Director.
24.13 Power of Attorney of Farah M. Walters,
Director.
24.14 Power of Attorney of Ian L. White-Thompson,
Director.
2
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act,
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
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma
City, State of Oklahoma, on the 6th day of June, 2002.
KERR-McGEE CORPORATION
By: /s/ Gregory F. Pilcher
-------------------------------
Name: Gregory F. Pilcher
Title: Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment to the Registration Statement on Form S-8 has been signed
below by the following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief Executive June 6, 2002
---------------------------------------- Officer and Director
Luke R. Corbett
* Senior Vice President, Treasurer and Chief June 6, 2002
---------------------------------------- Financial Officer
Robert M. Wohleber
/s/ Gregory F. Pilcher Senior Vice President, General Counsel and June 6, 2002
---------------------------------------- Secretary
Gregory F. Pilcher
* Vice President, Controller and Chief June 6, 2002
---------------------------------------- Accounting Officer
John M. Rauh
* Director June 6, 2002
----------------------------------------
William E. Bradford
* Director June 6, 2002
----------------------------------------
Sylvia A. Earle
* Director June 6, 2002
----------------------------------------
David C. Genever-Watling
* Director June 6, 2002
----------------------------------------
Martin C. Jischke
* Director June 6, 2002
----------------------------------------
William C. Morris
* Director June 6, 2002
----------------------------------------
Leroy C. Richie
3
*
---------------------------------------- Director June 6, 2002
Matthew R. Simmons
*
---------------------------------------- Director June 6, 2002
Nicholas J. Sutton
*
---------------------------------------- Director June 6, 2002
Farah M. Walters
*
---------------------------------------- Director June 6, 2002
Ian L. White-Thomson
By: /s/ Gregory F. Pilcher
---------------------------------------- June 6, 2002
*Gregory F. Pilcher
as Attorney-in-Fact
4
EXHIBIT INDEX
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EXHIBIT DESCRIPTION
4.1 Form of Amended and Restated Certificate
of Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 4.1 to the Registration Statement
on Form S-4 filed on June 28, 2001).
4.2 Form of Amended and Restated ByLaws of the
Registrant (incorporated herein by
reference to Exhibit 4.2 to the
Registration Statement on Form S-4 filed
on June 28, 2001).
4.3 Rights Agreement, dated as of July 26, 2001,
by and between the Registrant and UMB Bank,
N.A. (incorporated herein by reference to
Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A filed
on July 27, 2001).
4.4 First Amendment to Rights Agreement, dated
as of July 30, 2001, by and between the
Registrant and UMB Bank, N.A. (incorporated
herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on
Form 8-A/A filed on August 1, 2001).
4.5 The Kerr McGee Corporation 2002 Long Term
Incentive Plan (incorporated herein by
reference to Exhibit B to Form DEF 14A
filed on March 25, 2002).
5.1 Opinion of Gregory F. Pilcher, Senior Vice
President, General Counsel and Secretary of
the Registrant, as to the legality of the
Common Stock being registered.
23.1 Consent of Arthur Andersen LLP relating to
Kerr-McGee Corporation financial
statements.
23.2 Consent of Gregory F. Pilcher, Senior Vice
President, General Counsel and Secretary
(Contained in Exhibit 5.1).
24.1 Power of Attorney of Luke R. Corbett,
Chairman of the Board, Chief Executive
Officer and Director.
24.2 Power of Attorney of Robert M. Wohleber,
Senior Vice President, Treasurer and Chief
Financial Officer.
24.3 Power of Attorney of Gregory F. Pilcher,
Senior Vice President, General Counsel
and Secretary.
5
24.4 Power of Attorney of John M. Rauh, Vice
President, Controller and Chief Accounting
Officer.
24.5 Power of Attorney of William E. Bradford,
Director.
24.6 Power of Attorney of Sylvia A. Earle,
Director.
24.7 Power of Attorney of David C. Genever-
Watling, Director.
24.8 Power of Attorney of Martin C. Jischke,
Director.
24.9 Power of Attorney of William C. Morris,
Director.
24.10 Power of Attorney of Leroy C. Richie,
Director.
24.11 Power of Attorney of Matthew R. Simmons,
Director.
24.12 Power of Attorney of Nicholas J. Sutton,
Director.
24.13 Power of Attorney of Farah M. Walters,
Director.
24.14 Power of Attorney of Ian L. White-Thompson,
Director.
6