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As filed with the Securities and Exchange Commission on August 1, 2001.
Registration No. ___________
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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 Registrant 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. 2001 STOCK PLAN
(Full title of plan)
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SUZANNE H. COSTIN, ESQ.
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
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price(2) Fee
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Common Stock,
($1 par value) 2,200,000(3) $33.50 $73,700,000.00 $18,425.00
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(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on July 31, 2001.
(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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this Registration Statement:
(a) Williams' Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (Items 7 and 8 were restated in the Current
Report on Form 8-K filed May 22, 2001).
(b) Williams' Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, and Williams' Current Reports on Form 8-K
filed January 5, January 31, February 8, March 16, March 19,
April 2, April 12, April 27, May 1, May 3, May 7, May 22, June
13 and July 30, 2001.
(c) Williams' Registration Statement on Form S-3 filed June 25,
2001.
All reports subsequently filed by Williams 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Williams 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 Williams. 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.
Williams' By-laws provide for indemnification by Williams of its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware. In addition, Williams 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.
Williams maintains policies of insurance under which the directors and
officers of Williams 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
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 The Williams Companies, Inc. 2001 Stock Plan.
*4.2 Restated Certificate of Incorporation, as supplemented
(filed as Exhibit 3(I)(a) to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001).
*4.3 Restated By-laws (filed as Exhibit 99.1 to Form 8-K filed
January 19, 2000).
*4.4 Rights Agreement dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York (filed as
Exhibit 4 to Form 8-K filed January 24, 1996).
5.1 Opinion and Consent of Suzanne H. Costin, Esq., Secretary and
Counsel for Williams, relating to the validity of the
securities.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Suzanne H. Costin, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney.
24.2 Certified copy of resolution authorizing signatures pursuant
to Power of Attorney.
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* The exhibits have previously 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. Williams 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 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;
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Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) 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 Williams 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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
Williams hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Williams'
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.
(h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Williams pursuant to the foregoing
provisions, or otherwise, Williams 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
Williams 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,
Williams 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, Williams 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 1st day of
August, 2001.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/ SUZANNE H. COSTIN
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(Suzanne H. Costin, 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 August 1, 2001:
SIGNATURE TITLE
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* 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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William E. Green
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* Director
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W. R. Howell
* Director
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James C. Lewis
* Director
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Charles M. Lillis
* Director
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George A. Lorch
* Director
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Frank T. MacInnis
* 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/ Suzanne H. Costin
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(Suzanne H. Costin, Attorney-in-fact)
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INDEX TO EXHIBITS.
Exhibit Description
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4.1 The Williams Companies, Inc. 2001 Stock Plan.
5.1 Opinion and Consent of Suzanne H. Costin, Esq., Secretary and
Counsel for Williams, relating to the validity of the
securities.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Suzanne H. Costin, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney.
24.2 Certified copy of resolution authorizing signatures pursuant
to Power of Attorney.