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As filed with the Securities and Exchange Commission on March 7, 2000
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
BANCFIRST CORPORATION
(Exact name of Registrant as specified in its charter)
OKLAHOMA
(State or other jurisdiction of incorporation or organization)
6022 73-1221379
(Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
101 North Broadway
Oklahoma City, Oklahoma 73102
(405) 270-1086
(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
BancFirst Corporation Non-Employee Directors' Stock Option Plan
BancFirst Corporation Directors' Deferred Stock Compensation Plan
(Full titles of the plans)
David E. Rainbolt
President and Chief Executive Officer
BancFirst Corporation
101 North Broadway, Suite 800
Oklahoma City, Oklahoma 73102
(405) 270-1086
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
COPIES TO:
JEANETTE C. TIMMONS, ESQ.
Day Edwards Federman Propester & Christensen, P.C.
210 Park Avenue, Suite 2900
Oklahoma City, Oklahoma 73102
(405) 239-2121
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Registered (1) Offering Price Aggregate Registration Fee (4)
to be registered per Share Offering Price
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share 75,000 (2) $2,365,790 (2) $625
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value per share 20,000 (3) 558,117 (3) $147
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Total 95,000 $2,923,907 $772
====== ========== ====
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) The number of shares of common stock, par value $1.00 per share ("Common
Stock"), stated above consists of (a) the aggregate number of shares of
Common Stock which may be sold upon the exercise of options which have been
previously granted under the BancFirst Corporation Non-Employee Directors'
Stock Option Plan, as well as (b) the aggregate number of shares of Common
Stock which may be sold upon the exercise of options which may hereafter be
granted under such plan. The calculation of the proposed maximum offering
price, made solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h) under the Securities Act of 1933,
as amended, was computed as follows: (i) in the case of shares of Common
Stock which may be purchased upon exercise of outstanding options, the fee
is calculated on the basis of the price at which the options may be
exercised; and (ii) in the case of shares of Common Stock for which options
have not yet been granted and the option price of which is therefore
unknown, the fee is calculated on the basis of the average of the high and
low sale prices per share of the Common Stock on the Nasdaq National Market
on March 1, 2000 ($27.594).
(3) The number of shares of Common Stock stated above consists of (a) the
aggregate number of shares of Common Stock which may be distributed in
settlement of Stock Units which have been previously granted under the
BancFirst Corporation Directors' Deferred Stock Compensation Plan, as well
as (b) the aggregate number of shares of Common Stock which may be
distributed in settlement of Stock Units which may hereafter be granted
under such plan. The calculation of the proposed maximum offering price,
made solely for the purpose of determining the registration fee pursuant to
the provisions of Rule 457(h) under the Securities Act of 1933, as amended,
was computed as follows: (i) in the case of shares of Common Stock which may
be distributed in respect of Stock Units which have previously been granted,
the fee is calculated on the basis of the price of the Common Stock on the
date at which the Stock Unit was granted; and (ii) in the case of shares of
Common Stock which may be distributed in respect of Stock Units which have
not yet been granted and the price of which is therefore unknown, the fee is
calculated on the basis of the average of the high and low sale prices per
share of the Common Stock on the Nasdaq National Market on March 1, 2000
($27.594).
(4) The registration fee was calculated pursuant to Rule 457(h) and Section 6(b)
of the Securities Act of 1933, as $264 per $1 million.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by BancFirst Corporation,
an Oklahoma corporation (the "Company," BancFirst or the "Registrant"), relating
to an aggregate 95,000 shares of its common stock, par value $1.00 per share
(the "Common Stock") issuable to eligible directors of the Company under the
BancFirst Corporation Non-employee Directors' Stock Option Plan and the
BancFirst Corporation Directors' Deferred Stock Compensation Plan (collectively,
the "Plans").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the Annual Report referred
to in (i) above; and
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8A/A (Registration No.
000-14384), filed with the Commission on July 24, 1998,
including any amendment or report filed for the purpose of
updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1006(B)(7) of the General Corporation Act of the State of
Oklahoma (the "OGCA") authorizes a corporation in its certificate of
incorporation to eliminate or limit the personal liability of members of its
board of directors to the corporation or its stockholders for monetary damages
for violations of a director's fiduciary duty of care, including acts
constituting gross negligence. Such a provision would have no effect on the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. In addition, no such provision may eliminate or limit
the liability of a director for breaching his duty of loyalty to the corporation
or its shareholders, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying an unlawful dividend or
approving an illegal stock repurchase, or executing any transaction from which
the director obtained an improper personal benefit.
Section 1031 of the OGCA empowers a corporation to indemnify any person
who was or is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. With respect to actions or suits by or in the right of the
corporation, such indemnification is limited to expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit. Further, no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Additionally, a
corporation is required to indemnify its directors and officers against expenses
to the extent that such directors or officers have been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein.
An indemnification can be made by the corporation only upon a
determination made in the manner prescribed by the statute that indemnification
is proper in the circumstances because the party seeking indemnification has met
the applicable standard of conduct as set forth in the OGCA. The indemnification
provided by the OGCA shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. A corporation also has
the power to purchase and maintain insurance on behalf of any person covering
any liability incurred by such person in his capacity as a director, officer,
employee or agent of the corporation, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability. The indemnification provided by the OGCA shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
II-3
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The Company's Charter and Bylaw Provisions
The Company's Amended and Restated Certificate of Incorporation (i)
limits its directors' liability for monetary damages to the Company and its
shareholders for breach of fiduciary duty except under the circumstances
outlined in Section 1006(B)(7) of the OGCA as described above, (ii) provides for
elimination or limitation of liability to the fullest extent permitted should
the OGCA be amended to authorize corporation action further eliminating or
limiting the personal liability of directors and (iii) provides for
indemnification to the fullest extent permitted by Section 1031 of the OGCA.
Other Arrangements
The Company maintains a directors' and officers' liability insurance
policy insuring its directors and officers against certain liabilities and
expenses incurred by them in their capacities as such and insuring the Company,
under certain circumstances, in the event that indemnification payments are made
by the Company to such directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit
Number Name of Exhibit
------ ---------------
4.3 BancFirst Corporation Non-employee Directors' Stock Option Plan.
4.4 BancFirst Corporation Directors' Deferred Stock Compensation Plan.
5.1 Opinion of Day, Edwards, Federman, Propester & Christensen, P.C. as
to the legality of the BancFirst Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Day Edwards Federman Propester & Christensen, P.C.
(included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
II-4
<PAGE>
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(a)(i) and (1)(a)(ii) 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.
(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act 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.
(3) 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 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 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 Act
and will be governed by the final adjudication of such issue.
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BancFirst
Corporation 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 Oklahoma City, and State of Oklahoma, on the
24th day of February, 2000.
BANCFIRST CORPORATION
By: /s/ David E. Rainbolt
------------------------
David E. Rainbolt
President and Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of BancFirst Corporation whose signature appears
below, hereby constitute and appoint David E. Rainbolt, Joe T. Shockley, Jr. and
Randy P. Foraker, and each of them (with full power to each of them to act
alone), the true and lawful attorney-in-fact to sign and execute, on behalf of
the undersigned, any amendment(s) to this registration statement, and each of
the undersigned does hereby ratify and confirm all that said attorneys shall do
or cause to be done by virtue thereof.
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 February 24, 2000.
/s/ H.E. Rainbolt /s/ David E. Rainbolt
- ------------------------- ---------------------------
H. E. Rainbolt, David E. Rainbolt,
Chairman of the Board President, Chief Executive Officer
(Principal Executive Officer) and Director
(Principal Executive Officer)
/s/ Marion C. Bauman /s/ C. L. Craig, Jr.
- ------------------------- --------------------------
Marion C. Bauman, C. L. Craig,
Director Director
/s/ James R. Daniel /s/ K. Gordon Greer
- ------------------------- --------------------------
James R. Daniel, K. Gordon Greer,
Vice Chairman of the Board Vice Chairman of the Board
(Principal Executive Officer) (Principal Executive Officer)
/s/ Robert A. Gregory /s/ John C. Hugon
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Robert A. Gregory, John C. Hugon,
Vice Chairman of the Board Director
(Principal Executive Officer)
/s/ J. R. Hutchens, Jr. /s/ William O. Johnstone
- ------------------------- --------------------------
J. R. Hutchens, Jr., William O. Johnstone,
Director Vice Chairman of the Board
(Principal Executive Officer)
/s/ J. Ralph McCalmont /s/ Tom H. McCasland, Jr.
- ------------------------- --------------------------
J. Ralph McCalmont, Tom H. McCasland, Jr.,
Vice Chairman of the Board Director
(Principal Executive Officer)
II-6
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/s/ Melvin Moran /s/ Paul B. Odom, Jr.
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Melvin Moran, Paul B. Odom, Jr.,
Director Director
/s/ Joe T. Shockley, Jr. /s/ Randy P. Foraker
- ------------------------- -------------------------
Joe T. Shockley, Jr. Randy P. Foraker
Executive Vice President, Chief Senior Vice President, Controller
Financial Officer and Director and Treasurer
(Principal Financial Officer) (Principal Accounting Officer)
II-7
<PAGE>
EXHIBIT 4.3
BANCFIRST CORPORATION NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
1. PURPOSE. The BancFirst Corporation Non-Employee Directors' Stock Option
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Plan (the "Plan") is intended as an incentive and to encourage stock
ownership by the non-employee directors of BancFirst Corporation (the
"Corporation") in order to increase their proprietary interest in the
Corporation's success.
2. DEFINITIONS. As used herein, the following terms shall have the
-----------
corresponding meanings:
2.1. "Committee" shall mean the Board of Directors of the Corporation, or
a duly constituted committee of the Board consisting of three or more
members, at least a majority of which shall be "Non-Employee
Directors" as such term is used in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2.2 "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Corporation.
2.3. "Date of Grant" shall mean the date of grant of a Stock Option
granted hereunder as set forth in the Stock Option Agreement. In the
event of a grant conditioned, among other things, upon stockholder
ratification of this Plan, the date of such conditional grant shall
be the Date of Grant for purposes of this Plan.
2.4. "Non-Employee Director" shall mean a person that is an elected or
appointed member of the board of directors of a corporation, who is
not a common-law employee of the corporation. The determination of
whether or not a person is a Non-Employee of the Corporation with
respect to the grant or exercise of a Stock Option shall be made in
accordance with the rule of Income Tax Regulation Section 1.421-7(h)
(or successor regulation).
2.5. "Fair Market Value" shall mean, with respect to the exercise of an
option under the Plan, (a) if the Common Stock is listed on a
national securities exchange or the NASDAQ National Market System,
the closing price of the Common Stock for the business day
immediately preceding the day for which the determination is being
made, or (b) if the Common Stock is not then listed on an exchange,
the average of the closing bid and asked prices per share for the
Common Stock in the over-the-counter market as quoted on NASDAQ for
the business day immediately preceding the day for which the
determination is being made, or (c) if the
<PAGE>
Common Stock is not then listed on any exchange or quoted on NASDAQ,
an amount determined in good faith by the Committee to be the fair
market value of the Common Stock, after consideration of all relevant
factors.
2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not
intended to qualify for tax treatment as an "incentive stock option"
under Section 422 of the Code.
2.7. "Option Exercise Price" shall mean the price paid for Shares upon the
exercise of a Stock Option granted hereunder.
2.8. "Optionee" shall mean any person entitled to exercise a Stock Option
pursuant to the terms of the Plan.
2.9. "Stock Option" shall mean a stock option giving an Optionee the right
to purchase shares of the Corporation's Common Stock. Stock Options
granted under the Plan shall be Nonqualified Stock Options.
3. ADMINISTRATION.
--------------
3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein,
the Committee shall administer the Plan, determine the method of
payment upon exercise of each Stock Option, determine all other terms
of Stock Options granted hereunder and interpret, construe and
implement the provisions of the Plan. All questions of interpretation
of the Plan or any Stock Option granted under the Plan shall be
determined by the Committee, and such decisions shall be binding upon
all persons having an interest in the Plan and/or any Stock Option.
No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled
to indemnification and reimbursement in the manner provided in the
Corporation's Certificate of Incorporation, or as otherwise permitted
by law.
3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible
participants who are subject to Section 16(b) of the Exchange Act,
the Plan shall be administered in compliance with the requirements of
Rule 16b-3.
3.3 SECTION 162(M) COMPLIANCE. In the event the Corporation is a
"publicly held corporation" as defined in paragraph (2) of section
162(m) of the Code, as amended by the Revenue Reconciliation Act of
1993 (P.L. 103-66), and the regulations promulgated thereunder
("Section 162(m)"), the Corporation shall establish a committee of
outside directors meeting the requirements of Section 162(m) to
approve the grant of Stock Options which might reasonably be
anticipated to result in the payment of employee remuneration that
would
2
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otherwise exceed the limit on employee remuneration deductible for
income tax purposes pursuant to Section 162(m).
4. ELIGIBILITY. The individuals who shall be eligible to participate in the
-----------
Plan shall be such Non-Employee Directors of the Corporation, or of any
corporation ("Subsidiary") in which the Corporation has proprietary
interest by reason of stock ownership or otherwise, including any
corporation in which the Corporation acquires a proprietary interest after
the adoption of this Plan (but only if the Corporation owns, directly or
indirectly, stock possessing not less than 50% of the total combined voting
power of all classes of stock in the corporation), as the Committee shall
determine from time to time.
5. STOCK. The stock subject to Stock Options and other provisions of the Plan
-----
shall be shares of the Corporation's authorized but unissued Common Stock
or treasury stock, as determined by the Committee. Subject to adjustment in
accordance with the provisions of Subparagraph 6.7 hereof, the total number
of shares of Common Stock of the Corporation on which Stock Options may be
granted under the Plan shall not exceed in the aggregate 75,000 shares. In
the event that any outstanding Stock Option under the Plan for any reason
expires or is terminated prior to the end of the period during which Stock
Options may be granted, the shares of the Common Stock allocable to the
unexercised portion of such Stock Option may again be subject to a Stock
Option under the Plan.
6. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to
-------------------------------------
the Plan shall be evidenced by agreements in such form as the Committee
shall, from time to time, approve. Agreements shall comply with and be
subject to the following terms and conditions:
6.1 MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be
payable in United States Dollars upon the exercise of the Stock
Option and may be paid in cash or by certified check, bank draft or
money order payable to the order of the Corporation, unless otherwise
determined by the Committee.
6.2 NUMBER OF SHARES. Each Non-Employee Director shall be granted a Stock
Option for 5,000 shares.
6.3 OPTION EXERCISE PRICE. The Option Exercise Price shall be equal to
the Fair Market Value of the Common Stock on the Date of Grant.
6.4 TERM OF STOCK OPTIONS. Any Stock Option granted must be exercised
within fifteen (15) years of the date of such grant.
3
<PAGE>
6.5 DATE OF EXERCISE. Unless otherwise determined by the Committee at the
time of granting a Stock Option, Stock Options shall be exercisable
at the rate set forth below beginning one year from the Date of
Grant. After becoming exercisable, the Stock Option may be exercised
at any time and from time to time in whole or in part until
termination of the Stock Option as set forth in Sections 6.4 or 6.6.
Cumulative
Elapsed Years from Percent Percent
Date of Grant of Shares of Shares
------------- --------- ---------
less than 1 year 0% 0%
1 to 2 years 25% 25%
2 to 3 years 25% 50%
3 to 4 years 25% 75%
more than 4 years 25% 100%
6.6 TERMINATION OF BOARD SERVICE. In the event that an Optionee's service
on the board of directors of the Corporation shall terminate, his
Stock Option whether or not then exercisable shall terminate
immediately; provided, however, that if the termination is not as a
result of embezzlement, theft or other violation of the law, the
Optionee shall have the right to exercise his option (to the extent
exercisable at the time of termination) at any time within 30 days
after such termination; provided, further, that if the Optionee shall
die while in service on the board of directors of the Corporation or
within the period of time after termination of service during which
he was entitled to exercise his option as hereinabove provided, his
estate, personal representative, or beneficiary shall have the right
to exercise his Stock Option (to the extent exercisable at the date
of death) at any time within twelve (12) months from the date of his
death.
6.7 RECAPITALIZATION. The aggregate number of shares of Common Stock on
which Stock Options may be granted to persons participating under the
Plan, the number of shares thereof covered by each outstanding Stock
Option, and the price per share thereof in each such Stock Option,
shall all be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Corporation
resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or other
increase or decrease in such shares, effected without receipt of
consideration by the Corporation; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.
In the event of a change in the Corporation's Common Stock which is
limited to a change in the designation thereof to "Capital
4
<PAGE>
Stock" or other similar designation, or a change in the par value
thereof, or from par value to no par value, without increase in the
number of issued shares, the shares resulting from any such change
shall be deemed to be Common Stock within the meaning of the Plan.
6.8 REORGANIZATION OF CORPORATION. Subject to any required action by the
stockholders, if the Corporation shall be the surviving or resulting
corporation in any merger or consolidation which does not result in
change of control of the Corporation, any Stock Option granted
hereunder shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the Stock
Option would have been entitled. In the event of a dissolution or
liquidation of the Corporation or a merger or consolidation in which
the Corporation is not the surviving or resulting corporation or
which results in a change in control of the Corporation, or a tender
or exchange offer which results in a change in control of the
Corporation, the Committee shall determine: (i) whether all or any
part of the unexercisable portion (as set forth in section 6.5) of
any Stock Option outstanding under the Plan shall terminate; (ii)
whether the Stock Options shall become immediately exercisable; or
(iii) whether such Stock Options may be exchanged for options
covering securities of any such surviving or resulting corporation,
subject to the agreement of any such surviving or resulting
corporation, on terms and conditions substantially similar to a Stock
Option hereunder.
6.9 ASSIGNABILITY. Except as provided in this Section, no Stock Option
shall be assignable or transferable except as follows:
(a) by will or by the laws of descent and distribution.
(b) for the purpose of making a charitable gift.
(c) to the Optionee as trustee of a revocable trust which allows
the Optionee to amend or revoke the trust at any time. If the
Optionee relinquishes his power to amend or revoke the trust or
appoints a trustee other than the Optionee, the Optionee shall
withdraw the Stock Option from the trust prior to the
relinquishment of such power or appointment and revest title to
the Stock Option in the Optionee's individual name. If the
trust becomes irrevocable due to the death of the Optionee, the
successor trustee shall have the same power to exercise the
Stock Option under Section 6.6 as the personal representative.
If there is a successor trustee under the trust due to the
incapacity of the Optionee, the date of incapacity shall be
treated as termination of employment under Section 6.6, and the
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successor trustee shall have the same right to exercise the
option as the Optionee has under Section 6.6. The trustee or
any successor trustee shall be bound by all the terms and
conditions of the Plan and the Stock Option Agreement entered
into by the Plan and Optionee under this Plan.
(d) to the extent set forth in the Stock Option Agreement governing
such Stock Option.
6.10 OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock
Option, it is necessary or desirable, in order to comply with any
applicable laws or regulations relating to the sale of securities,
that the Optionee exercising the Stock Option shall agree that he
will purchase the shares that are subject to the Stock Option for
investment and not with any present intention to resell the same, the
Optionee will, upon the request of the Corporation, execute and
deliver to the Corporation an agreement to such effect.
6.11 RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
stockholder with respect to shares covered by his Stock Option until
the date of issuance of the shares to him and only after such shares
are fully paid.
6.12 OTHER PROVISIONS. The option agreements authorized under the Plan may
contain such other provisions as the Committee shall deem advisable.
7. MARKETABILITY OF SHARES. The Common Stock is currently traded on the NASDAQ
-----------------------
National Market System. As a result, its liquidity varies widely in
response to supply and demand. Consequently, the Corporation can give no
assurances as to the marketability of shares acquired under the Plan.
8. TAX IMPLICATIONS. It is anticipated that Stock Options granted under the
----------------
Plan will be treated as Nonqualified Stock Options by the Internal Revenue
Service. As such, exercise of the Stock Option would generate a taxable
event with the difference between the original Option Exercise Price and
the Fair Market Value of the Common Stock at the time of exercise being
treated as ordinary income.
9. TERM OF PLAN. No Stock Option may be granted after December 31, 2014.
------------
10. NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall
--------------------------------
impose no obligation upon the Optionee to exercise such Stock Option.
11. AMENDMENTS. The Board of Directors may from time to time amend, alter,
----------
suspend, or discontinue the Plan or alter or amend (including decrease of
the Option Exercise Price
6
<PAGE>
by cancellation and substitution of options or otherwise) any and all
option agreements granted thereunder; provided, however, that no such
action of the Board of Directors may, without approval of the stockholders
of the Corporation, alter the provisions of the Plan so as to (a)
materially increase the benefits accruing to participants under the Plan;
(b) materially increase the number of securities which may be issued under
the Plan; or (c) materially modify the requirements as to eligibility for
participation in the Plan; and provided, further, that no amendment may,
without the consent of the Optionee, affect any then outstanding Stock
Options or unexercised portions thereof. In addition, the approval of the
Corporation's stockholders shall be sought for any amendment to the Plan or
a Stock Option for which the Committee deems stockholder approval necessary
in order to comply with Rule 16b-3.
7
<PAGE>
EXHIBIT 4.4
BANCFIRST CORPORATION DIRECTORS'
DEFERRED STOCK COMPENSATION PLAN
--------------------------------
ARTICLE I
PURPOSE AND EFFECTIVE DATE
--------------------------
1.1 Purpose. The BancFirst Corporation Directors' Deferred Stock
-------
Compensation Plan (the "Plan") is intended to advance the interests of the
Company and its shareholders by providing a means to attract and retain highly-
qualified persons to serve as Directors and to promote ownership by Directors of
a greater proprietary interest in the Company, thereby aligning such Directors'
interests more closely with the interests of shareholders of the Company.
1.2 Effective Date. This Plan shall become effective September 1,
--------------
1999.
ARTICLE II
DEFINITIONS
-----------
The following terms shall be defined as set forth below:
2.1 "Bank" means BancFirst, an Oklahoma banking corporation, or any
successor thereto.
2.2 "Bank Board" means the Board of Directors of the Bank.
2.3 "Committee" means the Compensation Committee of the Company Board.
2.4 "Community Board" means one of the Community Advisory Boards of the
Bank.
2.5 "Company" means BancFirst Corporation, an Oklahoma corporation, or
any successor thereto.
2.6 "Company Board" means the Board of Directors of the Company.
2.7 "Deferral Date" means the date Fees would otherwise have been paid to
the Participant.
2.8 "Director" means any individual who is a member of the Bank Board,
the Company Board or the Community Board.
2.9 "Fair Market Value" means the closing sales price for the Shares on
the relevant date, or if there were no sales on such date the closing sales
price on the nearest day before the relevant date, as reported in The Wall
Street Journal or a similar publication selected by the Committee.
2.10 "Fees" means all or part of any retainer and/or fees payable to a
Director in his or her capacity as a Director.
2.11 "Participant" means a Director who defers Fees under Article VI of
this Plan.
2.12 "Secretary" means the Corporate Secretary or any Assistant Corporate
Secretary of the Company.
2.13 "Shares" means shares of the common stock of BancFirst Corporation,
par value $1.00 per share, or of any successor corporation or other legal entity
adopting this Plan.
Page 1 of 1
<PAGE>
2.14 "Stock Units" means the credits to a Participant's Stock Unit
Account under Article VI of this Plan, each of which represents the right to
receive one Share upon settlement of the Stock Unit Account.
2.15 "Stock Unit Account" means the bookkeeping account established by
the Company pursuant to Section 6.4.
2.16 "Termination Date" means the date the Plan terminates pursuant to
Section 11.8.
2.17 "Termination of Service" means termination of service as a Director
in any of the following circumstances:
(a) Where the Participant voluntarily resigns or retires;
(b) Where the Participant is not re-elected (or elected in the case of
an appointed Director) to the Bank Board or Company Board, as applicable,
by the shareholders, or to the Community Board by the Bank;
(c) Where the Participant dies; or
(d) Where the Participant is removed from the Bank Board, Company
Board or Community Board, as applicable, in accordance with the provisions
of the Company's Bylaws or the Bank's Bylaws, as applicable.
ARTICLE III
SHARES AVAILABLE UNDER THE PLAN
-------------------------------
Subject to adjustment as provided in Article X, the maximum number of
Shares that may be distributed in settlement of Stock Unit Accounts under this
Plan shall not exceed 20,000. Such Shares may include authorized but unissued
Shares or treasury Shares.
ARTICLE IV
ADMINISTRATION
--------------
4.1 This Plan shall be administered by the Company Board's Compensation
Committee, or such other committee or individual as may be designated by the
Company Board. Notwithstanding the foregoing, no director who is a Participant
under this Plan shall participate in any determination relating solely or
primarily to his or her own Shares, Stock Units or Stock Unit Account.
4.2 It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations of amendments or
otherwise as it deems necessary or appropriate.
4.3 The Committee shall have the authority to make all determinations it
deems necessary or advisable for administering this Plan, subject to the
limitations in Section 4.1 and other explicit provisions of this Plan.
ARTICLE V
ELIGIBILITY
-----------
5.1 Each Director shall be eligible to defer Fees under Article VI of
this Plan.
Page 2 of 2
<PAGE>
ARTICLE VI
DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS
-------------------------------------------
6.1 General Rule. Each Director may, in lieu of receipt of Fees, defer
------------
such Fees in accordance with this Article VI, provided that such Director is
eligible under Article V of this Plan to defer such Fees at the date any such
Fees are otherwise payable.
6.2 Timing of Election. Each eligible director who wishes to defer
------------------
Fees under this Plan must make a written election prior to the start of the
calendar year for which the Fees would otherwise be paid; provided, however,
that with respect to (a) any election made by a newly-elected or appointed
Director ("New Director Elections") and (b) any elections made by Directors with
respect to Fees paid on or after July 1, 1999 ("1999 Elections"), the following
special rules shall apply: (i) with respect to any New Director Elections, any
such New Director Election may be made prior to the first Deferral Date after
election or appointment, and (ii) with respect to any 1999 Elections, such
elections shall be made prior to July 1, 1999 and shall be effective for any
Fees paid on or after July 1, 1999. An election by a Director shall be deemed
to be continuing and therefore applicable to Fees to be paid in the future
unless the Director evokes or changes such election by filing a new election
form by the due date for such form specified in this Section 6.2.
6.3 Form of Election. An election shall be made in a manner
----------------
satisfactory to the Secretary. Generally, an election shall be made by
completing and filing the specified election form with the Secretary of the
company within the period described in Section 6.2. At a minimum, the form
shall require the Director to specify the following:
(a) a percentage (in 25% increments), not to exceed an aggregate of
100% of the Fees to be deferred under this Plan; and
(b) the manner of settlement in accordance with Section 7.2.
6.4 Establishment of Stock Unit Account. The Company will establish a
-----------------------------------
Stock Unit Account for each Participant. All Fees deferred pursuant to this
Article VI shall be credited to the Participant's Stock Unit Account as of the
Deferral Date and converted to Stock Units as follows: The number of Stock Units
shall equal the deferred Fees divided by the Fair Market Value of a Share on the
Deferral Date, with fractional units calculated to three (3) decimal places.
6.5 Credit of Dividend Equivalents. As of each dividend payment date
------------------------------
with respect to Shares, each Participant shall have credited to his or her Stock
Unit Account an additional number of Stock Units equal to: the per-share cash
dividend payable with respect to a Share on such dividend payment date
multiplied by the number of Stock Units held in the Stock Unit Account as of the
close of business on the record date for such dividend divided by the Fair
Market Value of a Share on such dividend payment date. If dividends are paid
on Shares in a form other than cash, then such dividends shall be notionally
converted to cash, if their value is readily determinable, and credited in a
manner consistent with the foregoing and, if their value is not readily
determinable, shall be credited "in kind" to the Participant's Stock Unit
Account.
ARTICLE VII
SETTLEMENT OF STOCK UNITS
-------------------------
7.1 Settlement of Account. The Company will settle a Participant's
---------------------
Stock Unit Account in the manner described in Section 7.2 as soon as
administratively feasible following the earlier of (i) notification of such
Participant's Termination of Service or (ii) the Termination Date.
7.2 Payment Options. An election filed under Article VI shall specify
---------------
whether the Participant's Stock Unit Account is to be settled by delivering to
the Participant (or his or her beneficiary) the number of Shares equal to the
number of whole Stock Units then credited to the Participant's Stock Unit
Accounts, in (a) a lump sum, or (b) substantially equal annual installments over
a period not to exceed three (3) years. If, upon lump sum distribution or
Page 3 of 3
<PAGE>
final distribution of an installment, less than one whole Stock Unit is credited
to a Participant's Stock Unit Account, cash will be paid in lieu of fractional
shares on the date of such distribution.
7.3 Continuation of Dividend Equivalents. If payment of Stock Units is
------------------------------------
deferred and paid in installments, the Participant's Stock Unit Account shall
continue to be credited with dividend equivalents as provided in Section 6.5.
7.4 In Kind Dividends. If any "in kind" dividends were credited to the
-----------------
Participant's Stock Unit Account under Section 6.5, such dividends shall be
payable to the Participant in full on the date of the first distribution of
Shares under Section 7.2.
ARTICLE VIII
UNFUNDED STATUS
---------------
The interest of each Participant in any Fees deferred under this Plan (and
any Stock Units or Stock Unit Account relating thereto) shall be that of a
general creditor of the Company. Stock Unit Accounts, and Stock Units (and, if
any, "in kind" dividends) credited thereto, shall at all times be maintained by
the Company as bookkeeping entries evidencing unfunded and unsecured general
obligations of the Company.
ARTICLE IX
DESIGNATION OF BENEFICIARY
--------------------------
Each Participant may designate, on a form provided by the Committee, one or
more beneficiaries to receive the Shares described in Section 7.2 in the event
of such Participant's death. The Company may rely upon the beneficiary
designation last filed with the Committee, provided that such form was executed
by the Participant or his or her legal representative and filed with the
Committee prior to the Participant's death.
ARTICLE X
ADJUSTMENT PROVISIONS
---------------------
In the event any recapitalization, reorganization merger, consolidation,
spin-off, combination, repurchase, exchange of shares or other securities of the
Company, stock split or reverse split, or similar corporate transaction or event
affects Shares such that an adjustment is determined by the Company Board or
Committee to be appropriate to prevent dilution or enlargement of Participants'
rights under this Plan, then the Company Board or Committee will, in a manner
that is proportionate to the change to the Shares and is otherwise equitable,
adjust the number or kind of Shares to be delivered upon settlement of Stock
Unit Accounts under Article VII.
ARTICLE XI
GENERAL PROVISIONS
------------------
11.1 No Right to Continue as a Director. Nothing contained in this
----------------------------------
Plan will confer upon any Participant any right to continue to serve as a
Director.
11.2 No Shareholder Rights Conferred. Nothing contained in this Plan
-------------------------------
will confer upon any Participant any rights of a shareholder of the Company
unless and until Shares are in fact issued or transferred to such Participant in
accordance with Article VII.
11.3 Change to the Plan. The Company Board may amend, alter, suspend,
------------------
discontinue, extend, or terminate the Plan without the consent of the
Participants; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
with respect to any Stock Units credited to his or her Stock Unit Account.
Page 4 of 4
<PAGE>
11.4 Consideration; Agreements. The consideration for Shares issued or
-------------------------
delivered in lieu of payment of Fees will be the Director's service during the
period to which the Fees paid in the form of Shares related.
11.5 Compliance with Laws and obligations. The Company will not be
------------------------------------
obligated to issue or deliver Shares in connection with this Plan in a
transaction subject to the registration requirements of the Securities Act of
1933, as amended, or any other federal or state securities law, any requirement
under any listing agreement between the Company and any national securities
exchange or automated quotation system or any other laws, regulations, or
contractual obligations of the Company, until the Company is satisfied that such
laws, regulations, and other obligations of the Company have been complied with
in full. Certificates representing Shares delivered under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws, regulations, and other obligations of the Company, including
any requirement that a legend or legends be placed thereon.
11.6 Limitations on Transferability. Stock Units and any other right
------------------------------
will not be transferable by a Participant except by will or the laws of descent
and distribution (or to a designated beneficiary in the event of a Participant's
death). Stock Units and other rights under the Plan may not be pledged,
mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to
the claims of creditors.
11.7 Governing Law. The validity, construction, and effect of the Plan
-------------
and any agreement hereunder will be determined in accordance with the laws of
the State of Oklahoma, without giving effect to principles of conflicts of laws,
and applicable federal law.
11.8 Plan Termination. Unless earlier terminated by action of the
----------------
Company Board, the Plan will remain in effect until the earlier of (i) such time
as no Shares remain available for delivery under the Plan and the Company has no
further rights or obligations under the Plan or (ii) June 30, 2004.
Page 5 of 5
<PAGE>
EXHIBIT 5.1
February 29, 2000
BancFirst Corporation
101 N. Broadway
Suite 200
Oklahoma City, OK 73102
RE: BancFirst Corporation Stock Option Plan;
Registration Statement on Form S-8
----------------------------------------
Gentlemen:
We have acted as counsel to BancFirst Corporation, an Oklahoma corporation
(the "Company"), in connection with the proposed registration by the Company of
95,000 shares of the Company's $1.00 par value common stock (the "Shares")
issuable to eligible employees and non-employee directors of the Company under
the BancFirst Corporation Non-Employee Directors' Stock Option Plan and the
BancFirst Corporation Directors' Deferred Stock Compensation Plan (collectively,
the "Plans"). The Shares are being registered pursuant to that certain
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, as such Registration
Statement may be subsequently amended or supplemented (the Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement").
In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Certificate of Incorporation
and the Bylaws of the Company, each as amended; (ii) minutes and records of the
corporate proceedings of the Company with respect to the Shares; (iii) the
Plans; and (iv) such other documents and instruments as we have deemed necessary
for the expression of the opinion contained herein.
In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to various questions of fact
material to this opinion and as to the content and form of the Certificate of
Incorporation, Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independent review or verification of their accuracy.
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
issuable upon exercise according to the terms of the Plans are validly
authorized and, when issued in accordance with the terms of the Plans, and
assuming no change in the law or facts as exist as of the date hereof, will be
validly issued, fully paid and non-assessable.
<PAGE>
We 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/ Day, Edwards, Federman, Propester & Christensen, P.C.
---------------------------------------------------------
DAY, EDWARDS, FEDERMAN, PROPESTER & CHRISTENSEN, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 2, 1999 relating to the
consolidated financial statements, which appears in BancFirst Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- -----------------------------------
PricewaterhouseCoopers LLP
Oklahoma City, Oklahoma
February 29, 2000
