1 As filed with the Securities and Exchange Commission on December 15, 2000 Registration No. 333- ================================================================================ 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 issuer as specified in its charter) ---------- 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) ---------- THE WILLIAMS COMPANIES, INC. 1996 STOCK PLAN FOR NONOFFICER EMPLOYEES (Full title of plan) ---------- SHAWNA L. GEHRES The Williams Companies, Inc. One Williams Center Tulsa OK 74172 (918) 573-2000 (Name, address and telephone number of agent for service) ---------- CALCULATION OF REGISTRATION FEE =============================================================================== Title of Each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount of To be to be Price Offering Registration Registered Registered Per Unit(1) Price(2) Fee - ------------------------------------------------------------------------------- Common Stock, ($1 par value) 12,000,000(3) $34.4375 $413,250,000 $109,098 =============================================================================== (1) Estimated based on the reported New York Stock Exchange composite transactions closing price on December 14, 2000. (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.
2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference and made a part of this prospectus: (a) Williams' Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999. (b) Williams' Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000, and September 30, 2000. (c) Williams' Current Reports on Form 8-K dated January 19, 2000, March 1, 2000, July 24, 2000, August 2, 2000, October 26, 2000, and November 29, 2000. All reports subsequently filed by Williams and the Plan 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company 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 the Company. 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 Company provide for indemnification by the Company of its directors and officers to the fullest extent permitted by the General Corporation Law of Delaware. In addition, the Company 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 Company under which the directors and officers of the Company 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.
3 ITEM 8. EXHIBITS. *(4.1) -- Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B Registration Statement, filed August 20, 1987). *(4.2) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994). *(4.3) -- Certificate of Amendment of Restated Certificate of Incorporation, filed May 16, 1997. *(4.4) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred Stock (filed as Exhibit 3(f) to Form 10-K for the year ended December 31, 1995). *(4.5) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred Stock (filed as Exhibit 3(g) to Form 10-K for the year ended December 31, 1997). *(4.7) -- Restated By-laws of Williams (filed as Exhibit 99.1 to Form 8-K filed January 19, 2000). *(4.8) -- Form of Senior Debt Indenture (filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed September 8, 1997). *(4.9) -- Form of Subordinated Debt Indenture (filed as Exhibit 4.2 to the Registration Statement on Form S-3 filed September 8, 1997). *(4.10) -- Form of Floating Rate Senior Note (filed as Exhibit 4.3 to the Registration Statement on Form S-3 filed September 8, 1997). *(4.11) -- Form of Fixed Rate Senior Note (filed as Exhibit 4.4 to the Registration Statement on Form S-3 filed September 8, 1997). *(4.12) -- Form of Floating Rate Subordinated Note (filed as Exhibit 4.5 to the Registration Statement on Form S-3 filed September 8, 1997). *(4.13) -- Form of Fixed Rate Subordinated Note (filed as Exhibit 4.6 to the Registration Statement on Form S-3 filed September 8, 1997). *(4.14) -- Rights Agreement, dated as of February 6, 1996, between Williams and First Chicago Trust Company of New York (filed as Exhibit 4 to Williams Form 8-K, dated January 21, 1996). (5.1) -- Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel for the Company, relating to the validity of the securities. (23.1) -- Consent of Shawna L. Gehres (contained in Exhibit 5.1). (23.2) -- Consent of Ernst & Young LLP. (23.3) -- Consent of Deloitte & Touche LLP. (24.1) -- Power of Attorney. (24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney. *(99) -- The Williams Companies, Inc. 1996 Stock Plan for Non-Employee Directors (filed as Exhibit A to the Company's definitive Proxy Statement dated March 27, 1996). - ---------- * The exhibits have heretofore 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. Include the following if the securities are registered pursuant to Rule 415 under the Securities Act: 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:
4 (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; Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this Section 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 the registrant 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) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 of 1933 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 Act and will be governed by the final adjudication of such issue.
5 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 15th day of December, 2000. THE WILLIAMS COMPANIES, INC. (Registrant) By /s/ SHAWNA L. GEHRES --------------------------------- (Shawna L. Gehres, 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 November 18, 1999: SIGNATURE TITLE --------- ----- * 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 - --------------------------- Hugh M. Chapman * Director - --------------------------- Glenn A. Cox * Director - --------------------------- Thomas H. Cruikshank * Director - --------------------------- W. R. Howell * Director - --------------------------- James C. Lewis Director - --------------------------- Charles M. Lillis
6 * Director - --------------------------- Frank T. MacInnis * Director - --------------------------- Peter C. Meinig * Director - --------------------------- Gordon R. Parker * Director - --------------------------- Janice D. Stoney * Director - --------------------------- Joseph H. Williams *By /s/ SHAWNA L. GEHRES ---------------------------------- (Shawna L. Gehres, Attorney-in-fact)
7 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- (5.1) -- Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel for the Company, relating to the validity of the securities. (23.1) -- Consent of Shawna L. Gehres (contained in Exhibit 5.1). (23.2) -- Consent of Ernst & Young LLP. (23.3) -- Consent of Deloitte & Touche LLP. (24.1) -- Power of Attorney. (24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
1 EXHIBIT 5.1 [THE WILLIAMS COMPANIES LETTERHEAD] December 15, 2000 The Williams Companies, Inc. One Williams Center Tulsa, OK 74172 The Williams Companies, Inc., a Delaware corporation (the "Company") contemplates filing a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to the registration of Common Stock of the Company, $1.00 par value (the "Common Stock"), and associated Preferred Stock Purchase Rights (the "Rights"), to be issued pursuant to the terms of The Williams Companies, Inc. 1996 Stock Plan (the "Plan"). As counsel for the Company, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and legal matters as I deem relevant to the authorization and issuance of the Common Stock and the Rights under the terms of the Plan. Based on such examination, it is my opinion that the Common Stock has been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable, and the Rights to which holders of Common Stock issued under the Plan will be entitled, have been duly authorized and when issued in accordance with their terms, will be validly issued. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ SHAWNA L. GEHRES - -------------------- Shawna L. Gehres
1 EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1996 Stock Plan for Nonofficer Employees of The Williams Companies, Inc. of our report dated February 17, 2000, except for the matters described in the fourth and sixth paragraphs of Note 1, Note 11 and Note 22, as to which the date is June 9, 2000, with respect to the consolidated financial statements and schedules of The Williams Companies, Inc. included in its Annual Report (Form 10-K/A) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Tulsa, Oklahoma December 12, 2000
1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Williams Companies, Inc. on Form S-8 of our report dated January 27, 1998 (March 3, 1998, as to Notes 2 and 16 to the MAPCO Inc. consolidated financial statements) with respect to the consolidated financial statements of MAPCO Inc., which report includes explanatory paragraphs relating to certain litigation to which MAPCO Inc. is a defendant and the change in its method of accounting for business process reengineering activities to conform to the consensus reached by the Emerging Issues Task Force in Issue No. 97-13, appearing in the Annual Report on Form 10-K/A of The Williams Companies, Inc. for the year ended December 31, 1999. Deloitte & Touche LLP Tulsa, Oklahoma December 12, 2000
1 EXHIBIT 24.1 THE WILLIAMS COMPANIES, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, in their capacity as a director or officer, or both, as hereinafter set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware corporation ("Williams"), does hereby constitute and appoint WILLIAM G. VON GLAHN, SHAWNA L. GEHRES, and LORETTA K. ROBERTS their true and lawful attorneys and each of them (with full power to act without the others) their true and lawful attorneys for them and in their name and in their capacity as a director or officer, or both, of Williams, as hereinafter set forth below their signature, to sign a registration statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of Common Stock of Williams issuable to participants in the 1996 Stock Plan for Nonofficer Employees and any and all amendments and post-effective amendments to said registration statement and any and all instruments necessary or incidental in connection therewith; and THAT the undersigned Williams does hereby constitute and appoint WILLIAM G. VON GLAHN, SHAWNA L. GEHRES, and LORETTA K. ROBERTS its true and lawful attorneys and each of them (with full power to act without the others) its true and lawful attorney for it and in its name and on its behalf to sign said registration statement and any and all amendments and post-effective amendments thereto and any and all instruments necessary or incidental in connection therewith. Each of said attorneys shall have full power of substitution and resubstitution, and said attorneys or any of them or any substitute appointed by any of them hereunder shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully to all intents and purposes as each of the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys or any of them or of any such substitute pursuant hereto. IN WITNESS WHEREOF, the undersigned have executed this instrument, all as of the 18th day of November, 1999. /s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY - --------------------------------- -------------------------------- Keith E. Bailey Jack D. McCarthy Chairman of the Board, Senior Vice President President and (Principal Financial Officer) Chief Executive Officer (Principal Executive Officer) /s/ GARY R. BELITZ --------------------------------- Gary R. Belitz Controller (Principal Accounting Officer)
2 /s/ HUGH M. CHAPMAN /s/ GLENN A COX - --------------------------------- -------------------------------- Hugh M. Chapman Glenn A Cox Director Director /s/ THOMAS H. CRUIKSHANK /s/ WILLIAM E. GREEN - --------------------------------- -------------------------------- Thomas H. Cruikshank William E. Green Director Director /s/ PATRICIA L. HIGGINS /s/ W. R. HOWELL - --------------------------------- -------------------------------- Patricia L. Higgins W. R. Howell Director Director /s/ JAMES C. LEWIS /s/ JACK A. MACALLISTER - --------------------------------- -------------------------------- James C. Lewis Jack A. MacAllister Director Director /s/ FRANK T. MACINNIS /s/ PETER C. MEINIG - --------------------------------- -------------------------------- Frank T. MacInnis Peter C. Meinig Director Director /s/ GORDON R. PARKER /s/ JANICE D. STONEY - --------------------------------- -------------------------------- Gordon R. Parker Janice D. Stoney Director Director /s/ JOSEPH H. WILLIAMS --------------------------------- Joseph H. Williams THE WILLIAMS COMPANIES, INC. By /s/ WILLIAM G. VON GLAHN --------------------------- William G. von Glahn ATTEST: Senior Vice President /s/ SHAWNA L. GEHRES - -------------------------- Shawna L. Gehres Secretary
1 EXHIBIT 24.2 I, the undersigned, SHAWNA L. GEHRES, Secretary of THE WILLIAMS COMPANIES, INC., a Delaware company (hereinafter called the "Company"), do hereby certify that at a meeting of the Board of Directors of the Company, duly convened and held on November 18, 1999, at which a quorum of said Board was present and acting throughout, the following resolution was duly adopted: RESOLVED that authorization be, and hereby is, given for the issuance and/or sale, from time to time, of up to twelve million (12,000,000) shares of the Company's authorized but unissued Common Stock, one dollar ($1.00) par value, and associated preferred stock purchase rights, under the terms and provisions of the Company's Stock Plan for Nonofficer Employees (the "Plan"). RESOLVED that the officers of the Company be, and they hereby are, authorized to execute and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a Registration Statement on Form S-8 or other Securities Act registration form as may be considered appropriate, and all amendments and supplements thereto, all required exhibits and documents in connection therewith, the prospectus contained therein and all amendments or supplements thereto with respect to not more than twelve million (12,000,000) shares of Common Stock, one dollar ($1.00) par value, and associated preferred stock purchase rights, of the Company to be issued in accordance with the terms and provisions of the Plan and to make all such payments and to do or cause to be done all other acts and things as, in their opinion or in the opinion of any of them, may be necessary or desirable and proper in order to effect such filing or in order that such Registration Statement and any such amendment or amendments may become effective and may remain in effect as long as shall be required. RESOLVED that the form of power of attorney submitted to this meeting for use in connection with the execution and filing for and on behalf of the Company of the Registration Statement referred to in the immediately preceding resolution and any amendments or supplements thereto is hereby approved and the Chairman of the Board, the President or any Vice President of the Company be, and hereby is, authorized to execute said power of attorney in the form so presented by, for and on behalf of the Company. RESOLVED that the officers of the Company be, and they hereby are, authorized and directed in the name and on behalf of the Company to take any and all action which they may deem necessary or advisable in order
2 to effect the registration or qualification (or exemption therefore) of such securities for issue, offer, sale or trade under the Blue Sky or securities laws of any state of the United States of America or elsewhere, and in connection therewith to execute, acknowledge, verify, deliver, file or cause to be published any applications, reports, consents to service of process, appointments of attorney to receive service of process and other papers and instruments which may be required under such applications, reports, consents to service of process, appointments of attorney to receive service of process and other papers and instruments which may be required under such laws and to take any and all further action which they may deem necessary or advisable in order to maintain any such registration or qualification for as long as they deem necessary or as required by law. RESOLVED that the Chairman of the Board, the President, any Vice President, the Secretary or any Assistant Secretary of this Company be, and they hereby are, authorized to execute and deliver on behalf of this Company applications for the listing of not more than an additional twelve million (12,000,000) shares of Common Stock of the Company reserved for issuance and/or sale under the terms of the Plan together with associated preferred stock purchase rights, on the New York Stock Exchange and the Pacific Stock Exchange and said officers are further authorized to take all such action and to file with such exchanges all such documents as may be necessary in order to accomplish the same. RESOLVED that the Chairman of the Board, the President, any Vice President, the Secretary or any Assistant Secretary or any one or more of them be, and they hereby are, authorized and empowered to appear before the New York Stock Exchange and the Pacific Stock Exchange or any committees or any representatives of such exchanges with authority to present such applications for listing and to make such changes in such applications or in any amendments relative thereto and to furnish such information in connection therewith as may be necessary or advisable to conform with the requirements for the listing of such Common Stock on said New York Stock Exchange and Pacific Stock Exchange. RESOLVED that First Chicago Trust Company of New York, transfer agent for the Company, as agent for the transfer of certificates of the Company's Common Stock, one dollar ($1.00) par value, and Wells Fargo Bank as co-transfer agent, be, and they hereby are, authorized (1) to record, countersign and deliver to First Chicago Trust Company of New York as registrar, or Wells Fargo Bank as co-registrar, certificates for shares of Common Stock, one dollar ($1.00) par value, of the Company to be issued as authorized under the terms of the Plan; (2) to deliver such certificates when countersigned by such registrar or co-registrar; and (3) from time to time to make transfers of certificates for such shares of Common Stock with
3 the same authority and upon the terms and conditions as to such additional shares of Common Stock as are fully set forth in the resolutions previously adopted by the Board of Directors of the Company with respect to presently outstanding Common Stock of the Company. RESOLVED that First Chicago Trust Company of New York, as registrar for registration of the Company's Common Stock, one dollar ($1.00) par value, and Wells Fargo Bank as co-registrar, be, and they hereby are, authorized and directed to record, when presented by First Chicago Trust Company of New York, transfer agent, or Wells Fargo Bank, co-transfer agent, of the Company's Common Stock, and register transfers of certificates for shares of the Company's Common Stock to be issued as authorized under the terms of the Plan with the same authority and upon the same terms and conditions as to such shares of Common Stock as are fully set forth in resolutions previously adopted by the Board of Directors of the Company with respect to the presently outstanding Common Stock of the Company. RESOLVED that the officers of this Company be, and they hereby are, authorized to take all such further action and to execute and deliver all such further instruments and documents in the name and on behalf of the Company and under its corporate seal or otherwise and to pay such fees and expenses as shall be necessary, proper or advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing resolutions. I further certify that the foregoing resolution has not been modified, revoked, or rescinded and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of THE WILLIAMS COMPANIES, INC., this 15th day of December, 2000. /s/ SHAWNA L. GEHRES ---------------------------- Shawna L. Gehres Secretary (CORPORATE SEAL)