FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOK FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
Oklahoma 73-1373454
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Bank of Oklahoma Tower, Tulsa, Oklahoma 74172
(Address of Principal Executive Offices) (Zip code)
BOK Financial Corporation 2000 Stock Option Plan
(Full Title of Plan)
Tamara R. Wagman
Frederic Dorwart, Lawyers
Old City Hall
124 East Fourth Street
Tulsa, Oklahoma 74103-5010
(Name and Address of agent for service)
(918) 583-9922
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
_______________________________________________________________________________
Title of Amount to Proposed Maximum Proposed Maximum Amount
Securities be registered** offering price per aggregate of
to be unit* offering price* registration
Registered fee*
_______________________________________________________________________________
Common Stock,
$0.00006 par 1,800,000 $20.75 $37,350,000 $10,383.30
value
*Estimated pursuant to Rule 457(c).
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information required by Item 1 of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 423. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule 428(b),
and any additional information about the Plan and its administrators are
available without charge by contacting:
BOK Financial Corporation
P.O. Box 2300
Tulsa, Oklahoma 74172
(918) 588-6000
Attn: Gregg Jaynes
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
BOK Financial has registered its Common Stock under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13, 1991,
and is currently subject to the informational requirements of the Exchange Act.
BOK Financial has been subject to the reporting requirements of the Exchange Act
since August 13, 1991, and, therefore, BOK Financial filed its first annual
report on Form 10-K for the year ending December 31, 1991. The following
documents have been filed with the Securities Exchange Commission ("Commission")
by BOK Financial and are hereby incorporated by reference:
(a) 1998 Annual Report on Form 10-K filed with the Commission on
March 22, 1999.
(b) 1999 Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 filed with the Commission on May 17, 1999.
(c) 1999 Quarterly Report on Form 10-Q for the six months ended
June 30, 1999 filed with the Commission on August 16, 1999.
(d) The description of BOK Financial's capital stock contained on
page 2 in Registration Statement on Form 10, as amended by
filings on Form 8, filed under the Exchange Act
(Registration No. 0-19341), including any amendment or report
filed for the purpose of updating such description.
(e) 1999 Quarterly Report on Form 10-Q for the nine months ended
September 30, 1999 filed with the Commission on November 15,
1999.
All documents subsequently filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial Corporation provide BOK Financial Corporation with broad
powers and authority to indemnify its directors and officers and to
purchase and maintain insurance for such purposes. Pursuant to such
statutory and Bylaw provisions, BOK Financial Corporation has purchased
insurance against certain costs of indemnification of its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
4.0 BOK Financial Corporation 2000 Stock Option Plan.
5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether the
Common Stock registered herein, when sold, will be legally
issued, fully paid and non-assessable.
23.0 Consent of Frederic Dorwart, Lawyers (included in the Opinion
filed as Exhibit 5.0).
23.1 Consent of Ernst & Young L.L.P.
24.0 Power of Attorney. See pages viii and ix.
99.0 1998 Annual Report on Form 10-K filed with the Commission on
March 22, 1999 is incorporated herein by this reference.
99.1 1999 Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 filed with the Commission on May 17, 1999 is
incorporated herein by this reference.
99.2 1999 Quarterly Report on Form 10-Q for the six months ended
June 30, 1999 filed with the Commission on August 16, 1999 is
incorporated herein by this reference.
99.3 The description of BOK Financial's capital stock contained on
page 2 in Registration Statement on Form 10, as amended by
filings on Form 8, filed under the Exchange Act (Registration
No. 0-19341), including any amendment or report filed for the
purpose of updating such description is incorporated herein
by this reference.
99.4 1999 Quarterly Report on Form 10-Q for the nine month ended
September 30, 1999 filed with the Commission on November 15,
1999 is incorporated herein by this reference.
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ITEM 9. UNDERTAKINGS
(a) 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 to;
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or 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 dollar value of securities
offered would not exceed that which was registered) and
any deviation from the low or high end 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; and
(iii)include any additional or changed material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(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 with
or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) or the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purposes 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
for such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of 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 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 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 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 it counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirement 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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 1st
day of December, 1999.
BOK FINANCIAL CORPORATION
By: /s/ Stanley A. Lybarger
Stanley A. Lybarger, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ George B. Kaiser Chairman of the Board December 1, 1999
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer December 1, 1999
Stanley A. Lybarger and Director
/s/ James A. White Executive Vice President, Chief December 1, 1999
James A. White Financial Officer, and Treasurer
/s/ John C. Morrow Senior Vice President and Director of December 1, 1999
John C. Morrow Financial Accounting and Reporting
/s/ Steven E. Nell Senior Vice President and Corporate December 1, 1999
Steven E. Nell Controller
/s/ W. Wayne Allen Director December 1, 1999
W. Wayne Allen
______________________ Director December 1, 1999
James E. Barnes
/s/ Sharon J. Bell Director December 1, 1999
Sharon J. Bell
______________________ Director December 1, 1999
Peter Boylan, III
______________________ Director December 1, 1999
Luke R. Corbett
/s/ Robert H. Donaldson Director December 1, 1999
Robert H. Donaldson
______________________ Director December 1, 1999
William E. Durrett
/s/ James O. Goodwin Director December 1, 1999
James O. Goodwin
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/s/ Howard Janzen Director December 1, 1999
Howard Janzen
______________________ Director December 1, 1999
E. Carey Joullian, IV
/s/ Robert J. LaFortune Director December 1, 1999
Robert L. LaFortune
______________________ Director December 1, 1999
Phillip C. Lauinger, Jr.
______________________ Director December 1, 1999
John C. Lopez
______________________ Director December 1, 1999
Frank A. McPherson
______________________ Director December 1, 1999
Steven E. Moore
/s/ J. Larry Nichols Director December 1, 1999
J. Larry Nichols
/s/ Ronald J. Norick Director December 1, 1999
Ronald J. Norick
______________________ Director December 1, 1999
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director December 1, 1999
James W. Pielsticker
/s/ E.C. Richards Director December 1, 1999
E.C. Richards
______________________ Director December 1, 1999
James A. Robinson
/s/ L. Francis Rooney Director December 1, 1999
L. Francis Rooney, III
______________________ Director December 1, 1999
David Tippenconnic
______________________ Director December 1, 1999
Robert L. Zemanek
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of December 1, 1999.
BOKF 2000 STOCK OPTION PLAN
By /s/ George B. Kaiser
George B. Kaiser, Chairman of the Board of BOK Financial
Corporation and Administrator of the BOKF 2000 Plan
By /s/ Stanley A. Lybarger
Stanley A. Lybarger, President, Chief Executive Officer
and Director of BOK Financial Corporation and
Administrator of the BOKF 2000 Plan
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes George B.
Kaiser and James A. White, or either of them, to file one or more amendments
(including post-effective amendments) to the Registration Statement, which
amendments may make such changes in the Registration Statement as Mr. Kaiser or
Mr. White deems appropriate, and each such person hereby appoints George B.
Kaiser and James A. White, or either of them, as attorney-in-fact to execute in
the name and on behalf of each person individually, and in each capacity stated
below, any such amendment to the Registration Statement.
Signature Title Date
/s/ George B. Kaiser Chairman of the Board December 1, 1999
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer December 1, 1999
Stanley A. Lybarger and Director
/s/ James A. White Executive Vice President, Chief December 1, 1999
James A. White Financial Officer, and Treasurer
/s/ John C. Morrow Senior Vice President and Director of December 1, 1999
John C. Morrow Financial Accounting and Reporting
/s/ Steven E. Nell Senior Vice President and Corporate December 1, 1999
Steven E. Nell Controller
/s/ W. Wayne Allen Director December 1, 1999
W. Wayne Allen
______________________ Director December 1, 1999
James E. Barnes
/s/ Sharon J. Bell Director December 1, 1999
Sharon J. Bell
______________________ Director December 1, 1999
Peter Boylan, III
______________________ Director December 1, 1999
Luke R. Corbett
/s/ Robert H. Donaldson Director December 1, 1999
Robert H. Donaldson
______________________ Director December 1, 1999
William E. Durrett
/s/ James O. Goodwin Director December 1, 1999
James O. Goodwin
/s/ Howard Janzen Director December 1, 1999
Howard Janzen
______________________ Director December 1, 1999
E. Carey Joullian, IV
/s/ Robert J. LaFortune Director December 1, 1999
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Robert L. LaFortune
______________________ Director December 1, 1999
Phillip C. Lauinger, Jr.
______________________ Director December 1, 1999
John C. Lopez
______________________ Director December 1, 1999
Frank A. McPherson
______________________ Director December 1, 1999
Steven E. Moore
/s/ J. Larry Nichols Director December 1, 1999
J. Larry Nichols
/s/ Ronald J. Norick Director December 1, 1999
Ronald J. Norick
______________________ Director December 1, 1999
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director December 1, 1999
James W. Pielsticker
/s/ E.C. Richards Director December 1, 1999
E.C. Richards
______________________ Director December 1, 1999
James A. Robinson
/s/ L. Francis Rooney Director December 1, 1999
L. Francis Rooney, III
______________________ Director December 1, 1999
David Tippenconnic
______________________ Director December 1, 1999
Robert L. Zemanek
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.0 BOK Financial Corporation 2000 Stock Option Plan
5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether the
Common Stock registered herein, when sold, will be legally
issued, fully paid, and non-assessable
23.0 Consent of Frederic Dorwart, Lawyers, (included in the opinion
filed as Exhibit 5.0)
23.1 Consent of Ernst & Young LLP
24.0 Power of Attorney
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4.0
BOK FINANCIAL CORPORATION
2000 STOCK OPTION PLAN
OCTOBER 1, 1999
(Adopted by Action of the Board of Directors
of
BOK Financial Corporation taken October 26, 1999)
On December 1, 1999, BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 1,800,000
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the BOKF 2000 Stock Option Plan. This document
constitutes part of a Section 10(a) Prospectus covering the securities that have
been registered under the Securities Act of 1933. The documents constituting the
Section 10(a) Prospectus are held in a file maintained by the Benefits
Department of Human Resources and may be reviewed or obtained, without charge,
upon written or oral request made to the Compensation Department of Human
Resources of Bank of Oklahoma, National Association, P.O. Box 2300, Tulsa,
Oklahoma 74172, telephone number (918) 588-6277.
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BOKF 2000 STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.
1.1 Establishment. BOK Financial Corporation (the "Corporation" or
"BOKF"), an Oklahoma corporation, hereby establishes the "BOKF
2000 Stock Option Plan" (the "BOKF 2000 Plan") for designated
employees of the Corporation and of various direct and indirect
subsidiaries of the Corporation (collectively, "BOKF").
1.2 Purpose. The purpose of the BOKF 2000 Plan is to advance the
interests of the Corporation (i) by encouraging and providing for
the acquisition of an equity interest in the Corporation by key
employees of BOKF and (ii) by enabling BOKF to attract and retain
the services of key employees whose judgment, interest, and
special effort are desired for the successful conduct of
operations.
1.3 Effective Date. The BOKF 2000 Plan shall become effective on
December 1, 1999 (or on such later date as a registration
statement in respect of the BOKF 2000 Plan on Securities and
Exchange Commission Form S-8 shall become effective).
SECTION 2. THE 2000 OPTION. The options ("2000 Options") established hereby are
the right to purchase shares of Common Stock of the Corporation on the terms and
conditions hereafter set forth in this and succeeding sections of the BOKF 2000
Plan:
2.1 The Common Stock subject to the 2000 Options shall be the Common
Stock of the Corporation, par value $0.00006 per share ("BOKF
Common Stock").
2.2 The owners of the 2000 Options shall be those employees
(hereafter called a "Participant") to whom a letter of award
("Award Letter") is hereafter delivered by the Chairman of the
Board and the Chief Executive Officer of the Corporation. The
Corporation may issue Award Letters at any time prior to
January 1, 2003.
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2.3 The 2000 Options owned by each Participant shall entitle the
Participant, subject to the terms and conditions hereof, to
purchase that number of shares of BOKF Common Stock set forth in
one or more Award Letters delivered to the Participant from time
to time ("Participant's 2000 Option Shares"). Each Award Letter
shall bear the date on which the Award Letter is issued (the
"Award Date"). The total number of shares of BOKF Common Stock
subject to 2000 Options shall be 1,800,000. If the employment of
a Participant is terminated for any reason and such Participant
has not exercised the 2000 Options with respect to any shares,
the Corporation may award 2000 Options in respect of such shares
to existing Participants or to additional Participants by issuing
additional Award Letters on or before January 1, 2003.
2.4 The purchase price of shares subject to the 2000 Options shall be
the average of the mid-points between the highest price and the
lowest price at which trades occurred (or, in the event of a
single trade, the price of such trade) for BOKF Common Stock on
NASDAQ on the five (5) trading days on which at least one trade
actually occurs immediately preceding the date of the Award
Letter (the "Option Price").
2.5 The 2000 Options may be exercised in accordance with, and only in
accordance with, the following schedule:
2.5.1At any time and from time to time one calendar year after
the Award Date and prior to four calendar years after the
Award Date, with respect to one seventh (1/7) of the 2000
Option Shares set forth in the Award Letter.
2.5.2At any time and from time to time two calendar years after
the Award Date and prior to five calendar years after the
Award Date, with respect to one seventh (1/7) of the 2000
Option Shares set forth in the Award Letter.
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2.5.3At any time and from time to time three calendar years
after the Award Date and prior to six calendar years after
the Award Date, with respect to one seventh (1/7) of the
2000 Option Shares set forth in the Award Letter.
2.5.4At any time and from time to time four calendar years after
the Award Date and prior to seven calendar years after the
Award Date, with respect to one seventh (1/7) of the 2000
Option Shares set forth in the Award Letter.
2.5.5At any time and from time to time five calendar years after
the Award Date and prior to eight calendar years after the
Award Date, with respect to one seventh (1/7) of the 2000
Option Shares set forth in the Award Letter.
2.5.6At any time and from time to time six calendar years after
the Award Date and prior to nine calendar years after the
Award Date, with respect to one seventh (1/7) of the 2000
Option Shares set forth in the Award Letter.
2.5.7At any time and from time to time seven calendar years
after the Award Date and prior to ten calendar years after
the Award Date, with respect to one seventh (1/7) of the
2000 Option Shares set forth in the Award Letter.
2.6 The 2000 Options may be exercised only by delivering (i) a
written notice of exercise (stating the fact that 2000 Options
are being exercised, the Award Date, and the number of shares
being purchased) and (ii) payment in full of the purchase price
of the shares being purchased to the Compensation Department of
Human Resources of Bank of Oklahoma, National Association.
Payment shall be made (i) by personal check of the Participant,
(ii) in cash or its equivalent, or (iii) by tendering shares of
BOKF Common
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Stockhaving a value equal to the purchase price based on the
closing price quoted for BOKF Common Stock on NASDAQ on the
trading day immediately preceding the date of exercise, or (iv) a
combination of (i), (ii), or (iii).
2.7 The Corporation shall deliver to the Participant the certificates
representing the shares purchased pursuant to the exercise of the
2000 Options within thirty (30) days of the date of exercise.
2.8 BOKF Common Stock acquired pursuant to the 2000 Options may be
resold only pursuant to the provisions of Section 4 hereof.
SECTION 3. PROVISIONS APPLICABLE TO THE 2000 OPTIONS. The following provi sions
shall apply to the 2000 Options and all BOKF Common Stock issued pursuant
thereto.
3.1 Non-Transferability. The 2000 Options may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent
and distribution.
3.2 Termination of 2000 Options Upon Termination of Employment of
Participant. If the employment of the Participant by BOKF shall
terminate for any reason including death, disability, retirement,
resignation or involuntary termination (whether such involuntary
termination is with or without cause), the Participant's 2000
Options shall automatically terminate, to the extent not
previously exercised, provided:
3.2.1The Chairman of the Board and the Chief Executive Officer
may, in their sole discretion (which discretion may be
exercised arbitrarily) subject to approval of the Board of
Directors of the Corporation, extend the termination of the
Participant's 2000 Options in special circumstances.
3.2.2In the event of the termination of employment of a
participant by reason of death or disability, the
Participant
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(or, in the event of death, the personal representative of
the Participant) may purchase, any of Participant's 2000
Option Shares which the Participant had the right to
purchase immediately preceding the date of the Participant's
termination of employment within the period of time such
Participant could have, but for such termination, purchased
such 2000 Option Shares.
3.2.3In the event a Participant's employment is involuntarily
terminated by BOKF without cause (determined in accordance
with Section 3.2.5) and such involuntary termination without
cause is within one year of a Change of Control (as defined
in Section 3.2.4), the Participant may purchase, within
90 days of the date of the Participant's termination of
employment, all of Participant's 2000 Option Shares (to the
extent not previously purchased).
3.2.4A Change of Control shall be deemed to have occurred if, and
only if:
3.2.4.1 George B. Kaiser, affiliates of George B. Kaiser,
and/or members of the family of George B. Kaiser
collectively cease to own more shares of the voting
capital stock of BOKF than any other shareholder (or
group of shareholders acting in concert to control BOKF
to the exclusion of George B. Kaiser, affiliates of
George B. Kaiser, or members of the family of George B.
Kaiser); or,
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3.2.4.2 BOKF shall cease to own more than 50% of the voting
capital stock of Bank of Oklahoma, National
Association.
3.2.5A Participant shall be deemed to have been terminated for
cause if the Board of Directors of BOKF determines (in its
sole discretion provided only that such discretion is
exercised with honesty in fact) that the Participant was
terminated by reason of (i) any failure to substantially
perform Participant's employment obligations to BOKF in a
satisfactory manner, (ii) any intentional act materially
injurious to BOKF, (iii) any act of moral turpitude,
(iv) any material dishonest or fraudulent act, or (v) any
refusal to obey orders or instructions of the Participant's
appropriate supervisors or seniors.
3.2.6A Participant shall be deemed employed by BOKF so long as
and only so long as the employee is in the employment of BOK
Financial Corporation or a direct or indirect subsidiary of
BOK Financial Corporation in which BOK Financial Corporation
owns, directly or indirectly, more shares of the voting
capital stock than any other shareholder (or group of
shareholders acting in concert to control such subsidiary to
the exclusion of BOKF).
3.3 Adjustments. If there are any changes in the capitalization of
the Corporation affecting the number or kind (after the
recapitalization) of issued and outstanding shares of BOKF Common
Stock (existing immediately prior to the change in
capitalization), whether such changes have been occasioned by
reorganization, combination of shares, declaration of stock
dividends,
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stocksplits, reverse stock splits, reclassification or
recapitalization of such stock, the merger or consolidation of
the Corporation with some other corporation or other similar
transaction, then the number and kind of shares then subject to
the 2000 Options and the price to be paid therefor, shall be
appropriately adjusted by the Corporation; provided, however,
that in no event shall any such adjustment result in the
Corporation being required to sell or issue a fractional share of
stock.
3.4 Waiver of Shareholder Rights. The Participant or other person
entitled to exercise 2000 Options shall have no rights as a
stockholder with respect to any shares subject thereto until the
Participant or such person shall have exercised the 2000 Options
and shall thereafter have become the holder of record of such
shares and no adjustment (except such adjustments as may be
effected pursuant to the provisions of Section 3.3 hereof) shall
be made for dividends or distributions of rights in respect of
such shares for which the record date is prior to the date on
which the Participant or such person so becomes the holder of
record.
SECTION 4. REOFFER OR RESALE OF BOKF STOCK ACQUIRED PURSUANT TO EXERCISE OF THE
2000 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
Participant pursuant to the 2000 Options shall be subject to the following terms
and conditions:
4.1 Reoffer or Resale by Affiliate. If the Participant is an
affiliate of the Corporation, the reoffer or resale of BOKF
Common Stock may be made by the Participant only (i) by means of
a reoffer prospectus pursuant to an effective registration
statement on Form S-8 or (ii) in accordance with the provisions
of SEC Rule 144 or (iii) pursuant to the determination of the
Corporation's general counsel that there is an available
exemption under the federal and state securities laws.
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4.2 Reoffer or Resale by Non-Affiliate. If the Participant is not an
affiliate of the Corporation, the reoffer or resale is not
subject to restriction, except as set forth in Section 4.3 of
this BOKF 2000 Plan.
4.3 Prior Approval of Counsel. Prior to reoffering or reselling any
BOKF Common Stock acquired pursuant to a 2000 Option, the
Participant shall advise the Compensation Department of Human
Resources of Bank of Oklahoma, National Association which shall
refer the matter to the Corporation's general counsel. The
Corporation's general counsel shall determine whether the
Participant is an affiliate or a non-affiliate of BOKF. If the
Corporation's general counsel determines Participant is an
affiliate, the Participant shall offer and sell the BOKF Common
Stock only as provided by Section 4.1.
4.4 Reoffer Prospectus. BOKF shall use its reasonable best efforts to
provide any Participant who is an affiliate and desires to sell
BOKF Common Stock with a reoffer prospectus at reasonable times.
SECTION 5. NOT AN EMPLOYMENT AGREEMENT. This BOKF 2000 Plan is not an employment
agreement. Nothing contained herein shall be construed to limit or restrict the
right of BOKF to terminate the Participant's employment or services at any time,
with or without cause, or to increase or decrease the Participant's
compensation.
SECTION 6. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
shall apply to the BOKF 2000 Plan:
6.1 This BOKF 2000 Plan is made and executed in Tulsa County,
Oklahoma.
6.2 This BOKF 2000 Plan shall be subject to, and interpreted in
accordance with, the laws of the State of Oklahoma.
6.3 This BOKF 2000 Plan is the entire agreement of the parties
respecting the subject matter hereof. There are no other
agreements, whether oral or written, respecting the subject
matter hereof.
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<PAGE>
6.4 Rights and obligations arising under the BOKF 2000 Plan may not
be assigned.
SECTION 7. ADDITIONAL INFORMATION.
7.1 ERISA Not Applicable. The BOKF 2000 Plan is not subject to the
provisions of the Employee Retirement Income Security Act.
7.2 No Reports to Participants. No reports shall be required to be
delivered to the Participants as to the status of their
participation in the BOKF 2000 Plan. However, a Participant may
contact the Compensation Department of Human Resources of Bank of
Oklahoma, National Association to determine the number of shares
unexercised by the Participant under such Participant's 2000
Options and the last date on which such options may be exercised.
7.3 Tax Effects. The BOKF 2000 Plan is not qualified under
Section 401(a) at the Internal Revenue Code. The tax effects of
the BOKF 2000 Plan are:
7.3.1BOKF will be entitled to an income tax deduction at the date
of exercise of the 2000 Options by the Participants. The
amount of the deduction will be equal to the spread between
the fair market value of the option stock (as quoted by
NASDAQ) and the Option Price.
7.3.2Participants will recognize income at the date of exercise
of the 2000 Options in an amount equal to the deduction
allowed to BOKF, as defined in Section 7.3.1. Income
recognized due to the exercise of a 2000 Option will be
subject to withholding and reported to the employee on form
W-2. Participants will not be subject to any further income
recognition until a taxable transaction occurs involving the
purchased stock. The basis in the stock is equal to the fair
market value at the
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<PAGE>
date of exercise, and future transactions will be subject to
capital asset rules.
7.4 Administration of the BOKF 2000 Plan. The Chairman of the Board
and the Chief Executive Officer of BOKF shall designate (subject
to approval of the Board of Directors, acting by a vote of, or of
a committee of two or more of the Board of Directors of BOKF
consisting of, members who are Non- Employee Directors within the
meaning of SEC Rule 16b-3(b)(3)) those employees of BOKF who
shall be Participants and the number of shares subject to each
such Participant's 2000 Options. The members of the Board of
Directors of the Corporation are elected by the stockholders of
the Corporation. The Chairman of the Board and the Chief
Executive Officer are elected by the Board of Directors.
7.5 Eligibility to Participate. All employees of BOKF are eligible to
be designated as Participants. Participants shall be designated
based upon a subjective determination of the present and
potential contributions of the employee to the success of the
business of the Corporation.
7.6 Shares to be Issued. The shares of BOKF Common Stock to be issued
pursuant to the exercise of the 2000 Options shall be shares of
authorized but unissued Common Stock of the Corporation.
7.7 No Liens or Charges. No lien or other charge may be placed on the
2000 Options.
7.8 Incorporation of Certain Documents by Reference. The Corporation
is subject to the information reporting requirements of the
Securities Exchange Act of 1934 and, in accordance therewith,
files reports and other information with the Securities and
Exchange Commission (the "Commission"). The following documents
filed with the Commission are incorporated in this part of the
Section 10(a) Prospectus by reference:
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<PAGE>
7.8.1Registration Statement on Form S-1 and the Prospectus
included therein (Registration No. 33-40950), as amended,
filed under the Securities Act of 1933 with the Commission
and declared effective on August 13, 1991.
7.8.2Registration Statement on Form 10 (Registration No. 0-
19341), filed under the Exchange Act with the Commission,
and subsequent amendments thereto filed on Form 8.
7.8.3Information Statement and Prospectus Supplement filed with
the Commission on November 20, 1991, under the Exchange Act
and also under the Securities Act of 1933.
7.8.4Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 filed with the Commission for the First
Quarter, 1999 filed May 17, 1999.
7.8.5Quarterly Report on Form 10-Q for the three months ended
June 30, 1999 filed with the Commission for the Second
Quarter, 1999 filed August 16, 1999.
7.8.6The description of BOKF's capital stock contained on page 2
in the Registration Statement on Form 10, as amended by
filings on Form 8, filed under the Exchange Act
(Registration No. 0-19341), including any amendment or
report filed for the purpose of updating such description.
7.8.71998 Annual Report on Form 10-K filed with the Commission on
March 22, 1999.
Additionally, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of
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<PAGE>
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration statement
and to be part thereof from the date of filing of such documents.
All documents incorporated by reference in this part of the
Section 10(a) Prospectus and all other documents required to be
delivered to employees pursuant to Rule 428(b) of the Securities
Act of 1933 may be obtained, without charge, upon written or oral
request to the Compensation Department of Human Resources of Bank
of Oklahoma, National Association at P.O. Box 2300, Tulsa,
Oklahoma 74192, telephone number (918) 588- 6547. Any additional
information about the BOKF 2000 Plan or its administrators may
also be obtained by contacting the Compensation Department of
Human Resources of Bank of Oklahoma, National Association.
Adopted by action of the Board of Directors of BOKF
Financial Corporation taken October 26, 1999.
/s/ Frederic Dorwart
Frederic Dorwart, Secretary to the Board
5.0
December 1, 1999
BOK Financial Corporation
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, OK 74192
Re: BOK Financial Corporation SEC Registration Statement on Form S-8:
BOK Financial Corporation (Trading Symbol "BOKF"): 1,800,000
Shares of BOKF Common Stock to be Issued Pursuant to the BOK
Financial Corporation 2000 Stock Option Plan.
Ladies and Gentleman:
I have acted as counsel to BOK Financial Corporation ("BOKF") in connection
with BOKF's Registration Statement on Form S-8 being filed on or about December
1, 1999 with the Securities and Exchange Commission which respect to the shares
of Common Stock (the "Common Stock"), $0.00006 par value, of BOKF, authorized
for issuance under the BOKF 2000 Plan. I have reviewed BOKF's Registration
Statement on Form S-8, BOKF's Certificate of Corporation, BOKF's By-laws, and
such corporate proceedings of BOKF as I have deemed appropriate for purposes of
rendering this opinion. In my opinion, upon issuance of the shares of Common
Stock pursuant to the terms of the BOKF 2000 Plan, such shares will be duly and
validly issued, fully paid and non- assessable. I hereby consent to the filing
of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Frederic Dorwart
Frederic Dorwart
23.0
Consent of Frederic Dorwart, Lawyers
Included in the Opinion Filed as Exhibit 5.0
23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Regestration Statement
(Form S-8) and related Prospectus of BOK Financial Corporation for the
registration of 1,800,000 shares of its common stock pursuant to the BOKF 2000
Stock Option Plan of our report dated January 26, 1999, with respect to the
consolidated financial statements of BOK Financial Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
December 30, 1999
24.0
POWER OF ATTORNEY
See pages viii and ix.
