-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FsGivXXLgAYYfQdtI3XvHTCcHhTKw6AwXZpqSEv4Iwa+wA075iAszQ0rVRpnhDzi kmrDNfRNcwyJzEUoxg1oLA== 0000798949-95-000015.txt : 19951120 0000798949-95-000015.hdr.sgml : 19951120 ACCESSION NUMBER: 0000798949-95-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951116 EFFECTIVENESS DATE: 19951205 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIT CORP CENTRAL INDEX KEY: 0000798949 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731283193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64323 FILM NUMBER: 95594260 BUSINESS ADDRESS: STREET 1: 1000 KENSINGTON CENTRE STREET 2: 7130 SOUTH LEWIS CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184937700 S-8 1 As filed with the Securities and Exchange Commission on November 16, 1995 Registration No. 33-________ ============================================================================= 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) Delaware 73-1283193 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 Kensington Tower I 7130 South Lewis Tulsa, Oklahoma 74136 (Address of Principal Executive Offices) (Zip Code) __________ Unit Corporation Amended and Restated Stock Option Plan (Full title of the plan) Mark E. Schell, Esq. Secretary and General Counsel Unit Corporation 1000 Kensington Tower I 7130 South Lewis Tulsa, Oklahoma 74136 (Name and address of agent for service) (918) 493-7700 (Telephone number, including area code, of agent for service) ---------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Amount maximum offering maximum aggregate Amount of Securities to to be price per offering registration be registered registered(1) unit(2) price(2) fee(1)(2) ________________________________________________________________________________ Common Stock par value 500,000 $3.9375 $1,968,750 $393.75 $.20 per share shares ================================================================================ (1) The number of shares of Common Stock is the number of additional shares deliverable upon the exercise of options which have been or may be granted pursuant to the Amended and Restated Stock Option Plan. This Registration statement also covers such indeterminable additional number of shares as may become so deliverable as a result of any future adjustments in accordance with the terms of said plan. (2) Calculated solely for the purpose of determining the registration fee, and based upon $3.9375 per share, representing the average high and low sales prices of the Registrant's Common Stock on the New York Stock Exchange on November 9, 1995 (a date five business days prior to this filing). ---------------- Two prior registration statements, No. 33-19652, filed on January 14, 1988, and No. 33-44103, filed on November 9, 1991, cover the previous 1,000,000 shares of Common stock authorized pursuant to the Plan. This current registration statement covers an additional 500,000 shares of Common stock subsequently authorized for the Plan. ================================================================================ Incorporation By Reference - -------------------------- This Registration Statement on Form S-8 relates to an additional 500,000 shares of the Common Stock of Unit Corporation, a Delaware corporation (the "Registrant"), subject to the Registrant's Amended and Restated Stock Option Plan (the "Plan"). There are two (2) effective registration statements on Form S-8, File No. 33-9652, filed January 14, 1988, and File No. 33-44103, filed November 19, 1991, for the balance of the shares of Common Stock subject to the Plan. The Plan was amended to increase the number of shares of Common Stock available thereunder from 1,000,000 to 1,500,000 shares and to extend the expiration date thereof to May 30, 2000. Pursuant to Note E to General Instructions to Form S-8, the contents of both prior registration statements are hereby incorporated herein by reference. PART II Item 5. Interests of Named Experts and Counsel Mark E. Schell, Secretary and General Counsel of the Registrant, is the beneficial owner of 17,398 shares of Common Stock and has options to acquire an additional 45,000 shares of Common Stock. Item 8. Exhibits. The following instruments are included as exhibits to this Registration Statement. 4.1 Unit Corporation Amended and Restated Stock Option Plan (incorporated by reference to Appendix "A" to Registrant's definitive Proxy Statement dated March 27, 1995 with respect to Registrant's 1995 Annual Meeting of Stockholders held on May 3, 1995. 5. Opinion of Counsel as to the legality of the shares of Common Stock being registered. 15. Letter re: Unaudited Interim Financial Information 23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants. 23.2 Consent of Mark E. Schell, Esq. (included in Exhibit 5). 24 Power of Attorney (included on the signature page of this Registration Statement). 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 November 16, 1995. UNIT CORPORATION By: /s/ John G. Nikkel ---------------------------- John G. Nikkel President, Chief Operating Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Directors and Officers of Unit Corporation, do hereby constitute and appoint Mr. John G. Nikkel and Mr. Mark E. Schell, or either of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our name and behalf in our capacities as Directors and Officers, and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicted below, any and all amendments (including post-effective amendments) hereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and we do hereby ratify and confirm all that the said attorneys-in-fact and agents, or either of them, shall 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 and on the dates indicated. Name Title Date ---- ----- ---- /s/ King P. Kirchner Chairman of the Board, November 16, 1995 - ---------------------- Chief Executive Officer and King P. Kirchner Director ( Principal Executive Officer) /s/ John G. Nikkel President, Chief Operating November 16, 1995 - ---------------------- Officer and Director John G. Nikkel /s/ Larry D. Pinkston Vice President, Treasurer November 16, 1995 - ---------------------- and Chief Financial Officer Larry D. Pinkston (Principal Financial Officer) /s/ Stanley W. Belitz Controller November 16, 1995 - ---------------------- (Principal Accounting Officer) Stanley W. Belitz /s/ Don Bodard Director November 16, 1995 - ---------------------- Don Bodard /s/ John H. Williams Director November 16, 1995 - ---------------------- John H. Williams Director November 16, 1995 - ---------------------- John Zink Director November 16, 1995 - ---------------------- Don Cook /s/ O. Earle Lamborn Sr. Vice President November 16, 1995 - ---------------------- and Director O. Earle Lamborn Director November 16, 1995 - ---------------------- William B. Morgan EX-5 2 EXHIBIT 5 November 16, 1995 Unit Corporation 1000 Kensington Tower I 7130 South Lewis Tulsa, Oklahoma 74103 Gentlemen: The undersigned is general counsel to Unit Corporation, a Delaware Corporation (the "Company") and as such has assisted the Company in connection with the preparation of a registration statement on Form S-8, to be filed with the Securities and Exchange Commission (the "Registration Statement"), with respect to the registration under the Securities Act of 1933, as amended, of an additional 500,000 shares of the Common Stock, $.20 par value per share, of the Company (the "Shares") which have been reserved for issuance to certain persons upon the exercise of options to be granted pursuant to the Company's Amended and Restated Stock Option Plan (the "Plan"). I have examined the Company's Restated Certificate of Incorporation and Bylaws, the Plan and related agreements, and records of corporate proceedings and other actions taken by the Company in connection with the authorization, issuance and sale of the Shares. Based on the foregoing and in reliance thereon, it is my opinion that the Shares, when issued pursuant to options granted and exercised in accordance with the provisions of the Plan, will be legally issued, fully paid and non-assessable. I consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, \s\ Mark E. Schell ------------------------------ Mark E. Schell General Counsel Unit Corporation EX-15 3 EXHIBIT 15 November 16, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Unit Corporation Registration on Form S-8 We are aware that our reports dated May 5, 1995, August 7, 1995 and November 8, 1995 on our review of interim financial information of Unit Corporation for the periods ended March 31, 1995 and 1994, June 30, 1995 and 1994, and September 30, 1995 and 1994 and included in the Company's quarterly reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, are incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these reports should not be considered a part of the registration statement prepared or certified by us within meaning of the Sections 7 and 11 of that Act. COOPERS & LYBRAND L.L.P. EX-23 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Unit Corporation on Form S-8 (File No. __________) of our report dated February 22, 1995, on our audits of the consolidated financial statements and financial statement schedule of Unit Corporation as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which report is included in the Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma November 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----