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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Southwest Bancorp, Inc. SBI Capital Trust
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Oklahoma Delaware
(State of incorporation or (State of incorporation or
organization) organization)
73-1136584 Applied For
(IRS Employer Identification Number) (IRS Employer Identification Number)
608 South Main Street 608 South Main Street
Stillwater, Oklahoma 74074 Stillwater, Oklahoma 74074
(Address of principal executive (Address of principal executive
offices) offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [_]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act.
None
Securities to be registered pursuant to Section 12(g) of the Act.
____% Cumulative Trust Preferred Securities of SBI Capital Trust
and Guarantee thereof by Southwest Bancorp, Inc.
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
For a full description of the % Cumulative Trust Preferred Securities
(the "Preferred Securities") issued by SBI Capital Trust, a Delaware statutory
business trust (the "Trust") and the guarantee with respect to the Preferred
Securities by Southwest Bancorp, Inc., an Oklahoma corporation (the "Company"),
both of which are being registered hereby, reference is made to the information
contained under the captions "Description of the Preferred Securities,"
"Description of the Subordinated Debentures," and "Description of the Guarantee"
in the Prospectus that forms part of the Registration Statement (Registration
Nos. 333-______and 333-_____01)(the "Registration Statement") filed by the
Company and the Trust with the Securities and Exchange Commission ("SEC") on
May 9, 1997, under the Securities Act of 1933, as amended (the "Act"). The
information contained in the Registration Statement and the Prospectus, as such
may be hereafter amended, is hereby incorporated herein by reference. Definitive
copies of the Prospectus describing the Preferred Securities will be filed
pursuant to Rule 430A or pursuant to an amendment to the Registration Statement
under the Act and shall be deemed to be incorporated by reference into this
Registration Statement on Form 8-A.
Item 2. Exhibits.
Exhibit Number Description
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2.1 Certificate of Trust of SBI Capital Trust. Incorporated by
reference to Exhibit 4.3 to the Registration Statement.
2.2(a) Trust Agreement of SBI Capital Trust. Incorporated by reference
to Exhibit 4.4 to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of SBI Capital
Trust. Incorporated by reference to Exhibit 4.5 to the
Registration Statement.
2.3 Form of Preferred Security Certificate of SBI Capital Trust.
Incorporated by reference to Exhibit 4.6 to the Registration
Statement (included as an exhibit to Exhibit 4.5 of the
Registration Statement.)
2.4 Form of Preferred Securities Guarantee Agreement for SBI Capital
Trust. Incorporated by reference to Exhibit 4.7 of the
Registration Statement.
2.5 Form of Indenture between Southwest Bancorp, Inc. and State
Street Bank and Trust Company, as Trustee. Incorporated by
reference to Exhibit 4.1 to the Registration Statement.
2.7 Form of Subordinated Debenture. Incorporated by reference to
Exhibit 4.2 to the Registration Statement (included as an
exhibit to Exhibit 4.1 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
Dated: May 9, 1997
SOUTHWEST BANCORP, INC.
By: /s/ Robert L. McCormick, Jr.
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Robert L. McCormick, Jr., President
SBI CAPITAL TRUST
By: /s/ Robert L. McCormick, Jr.
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Robert L. McCormick, Jr., Trustee
