As filed with the Securities and Exchange Commission on April 4, 2002
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
THE WILLIAMS COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 73-0569878
(State of Incorporation) (I.R.S. Employer Identification No.)
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(Address of Principal Executive Offices)
THE WILLIAMS COMPANIES, INC. 2002 INCENTIVE PLAN
(Full Title of the Plan)
WILLIAM G. VON GLAHN, ESQ.
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 573-2000
(Name, Address, and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED(1) BE REGISTERED PRICE PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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Common Stock, par value
$1.00 per share (3) (4) 24,958,000 shares $22.515 $561,929,370 $51,697.50 (5)
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(1) Includes rights issuable under The Williams Companies, Inc. Rights
Plan.
(2) Calculated pursuant to Rule 457(h)(1) under the Securities Act of
1933.
(3) Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities that may
be offered or issued in connection with any stock split, stock
dividend or similar transaction.
(4) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(5) The Registrant filed a registration statement on Form S-8 on December
15, 2000 covering 12,000,000 shares of Common Stock (File No.
333-51994), issuable in accordance with the terms of the Registrant's
1996 Stock Plan for Nonofficer Employees, and paid a filing fee of
$109,098 for the registration of such shares. Of such shares,
8,356,000 shares have not been issued or designated for issuance by
the Registrant. The pro rata portion of the filing fee paid on
December 15, 2000 that is associated with those 8,356,000 shares is
$75,968.57. Pursuant to Rule 457(p) under the Securities Act, the
Registrant has offset the entire registration fee due herewith with a
portion of the filing fee ($51,697.50) paid on December 15, 2000.
Therefore, no registration fee is submitted herewith.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The Williams Companies, Inc. (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference and made a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2001;
(b) The Registrant's Current Reports on Form 8-K filed January 4, 23 and
30, February 5 and 19, March 7, 8, 13, 20, 27 and 28 and April 1, 2002;
(c) The Registrant's definitive Proxy Statement filed on March 29, 2002 in
connection with Registrant's 2002 Annual Meeting of Stockholders; and
(d) The description of the Registrant's common stock, par value $1.00 per
share, and associated Rights contained in Registrant's Registration Statement on
Form S-3, filed on April 4, 2002.
All documents filed by the Registrant and by The Williams Companies, Inc.
2002 Incentive Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
registered hereby have been sold or which deregisters such securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State 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 them in connection with any threatened, pending, or
completed action, suit, or proceeding in which such person is made party by
reason of their being or having been a director, officer, employee, or agent of
the Registrant. 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. The By-laws of the Registrant provide for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by
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the General Corporation Law of the State of Delaware. In addition, the
Registrant 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.
Policies of insurance are maintained by the Registrant under which the
directors and officers of the Registrant 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 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.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1* The Williams Companies, Inc. 2002 Incentive Plan (filed as
Appendix A to the Definitive Proxy Statement filed March 29,
2002)
4.2* Restated Certificate of Incorporation, as supplemented (filed as
Exhibit 3.1 to the Registration Statement on Form S-3 filed
April 4, 2002)
4.3* Restated By-laws (filed as Exhibit 99.1 to Form 8-K dated
November 18, 1999).
4.4* Rights Agreement dated as of February 6, 1996, between the
Registrant and First Chicago Trust Company of New York (filed as
Exhibit 4 to Form 8-K dated January 21, 1996).
5.1 Opinion of William G. von Glahn, General Counsel and Senior Vice
President for the Registrant, relating to the validity of the
securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of William G. von Glahn (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) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 (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,
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individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement; and
(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 the undertakings set forth in 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 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 hereby which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and
each filing of the Plan's annual report pursuant to 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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 of the restated certificate of
incorporation and by-laws of the Registrant and the provisions of the Delaware
law described under Item 6 above, 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
THE REGISTRANT: 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 State of Oklahoma on the 4th day of
April 2002.
THE WILLIAMS COMPANIES, INC.
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 and on the dates indicated.
SIGNATURE TITLE DATE
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* President, Chief Executive Officer and Director April 4, 2002
-------------------------------------- (Principal Executive Officer)
Steven J. Malcolm
* Senior Vice President - Finance (Principal April 4, 2002
-------------------------------------- Financial Officer)
Jack D. McCarthy
* Controller (Principal Accounting Officer) April 4, 2002
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Gary R. Belitz
* Chairman of the Board and Director April 4, 2002
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Keith E. Bailey
* Director April 4, 2002
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Hugh M. Chapman
* Director April 4, 2002
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Glenn A. Cox
* Director April 4, 2002
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Thomas H. Cruikshank
* Director April 4, 2002
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William E. Green
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* Director April 4, 2002
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Ira D. Hall
* Director April 4, 2002
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W.R. Howell
* Director April 4, 2002
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James C. Lewis
* Director April 4, 2002
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Charles M. Lillis
* Director April 4, 2002
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George A. Lorch
* Director April 4, 2002
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Frank T. MacInnis
* Director April 4, 2002
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Gordon R. Parker
* Director April 4, 2002
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Janice D. Stoney
* Director April 4, 2002
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Joseph H. Williams
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* By: /s/ Suzanne H. Costin April 4, 2002
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Suzanne H. Costin, Attorney-in-Fact
THE PLAN: Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 4th day of April 2002.
THE WILLIAMS COMPANIES, INC. 2002 INCENTIVE PLAN
By: /s/ Scott H. Welch
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Name: Scott H. Welch
Title: Senior Benefits Counsel
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1* The Williams Companies, Inc. 2002 Incentive Plan (filed as Appendix A to the Definitive Proxy
Statement filed March 29, 2002)
4.2* Restated Certificate of Incorporation, as supplemented (filed as Exhibit 3.1 to the Registration
Statement on Form S-3 filed April 4, 2002)
4.3* Restated By-laws (filed as Exhibit 99.1 to Form 8-K dated November 18, 1999).
4.4* Rights Agreement dated as of February 6, 1996, between the Registrant and First Chicago Trust
Company of New York (filed as Exhibit 4 to Form 8-K dated January 21, 1996).
5.1 Opinion of William G. von Glahn, General Counsel and Senior Vice President for the Registrant,
relating to the validity of the securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of William G. von Glahn (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.
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