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 74192
(Address of Principal Executive Offices) (Zip code)
BOK Financial Corporation Thrift Plan for Hourly Employees
(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 10,000 $16.8125 $168,125 $46.73
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.
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 74192
(918) 588-6000
Attn: Gerald Hollingsworth
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) Annual Report on Form 10-K for the year ended December 31, 1999 filed with
the Commission on March 29, 2000.
(b) Quarterly Report on Form 10-Q for the three months ended March 31, 2000
filed with the Commission on May 15, 2000.
(c) Form 11-K for the year ended December 31, 1999 filed with the Commission on
even date herewith.
(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.
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.
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 Thrift Plan for Hourly Employees.
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. See pages viii and ix.
99.0 Annual Report on Form 10-K for the year ended December 31, 1999 filed with
the Commission on March 29, 2000 and incorporated herein by reference.
99.1 Quarterly Report on Form 10-Q for the three months ended March 31, 2000
filed with the Commission on May 15, 2000 and incorporated herein by
reference.
99.2 Form 11-K filed with the Commission on even date herewith and incorporated
herein by 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 and
incorporated herein by reference.
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.
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 27th
day of June, 2000.
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 June 27, 2000
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 27, 2000
Stanley A. Lybarger and Director
/s/ John C. Morrow Senior Vice President and Director of June 27, 2000
John C. Morrow Financial Accounting and Reporting
/s/ Steven E. Nell Senior Vice President and Corporate June 27, 2000
Steven E. Nell Controller
/s/ Wayne Allen Director June 27, 2000
W. Wayne Allen
____________________________ Director June 27, 2000
C. Fred Ball, Jr.
____________________________ Director June 27, 2000
James E. Barnes
/s/ Sharon J. Bell Director June 27, 2000
Sharon J. Bell
/s/ Peter Boylan, III Director June 27, 2000
Peter Boylan, III
/s/ Luke R. Corbett Director June 27, 2000
Luke R. Corbett
/s/ Robert H. Donaldson Director June 27, 2000
Robert H. Donaldson
/s/ William E. Durrett Director June 27, 2000
William E. Durrett
/s/ James O. Goodwin Director June 27, 2000
James O. Goodwin
____________________________ Director June 27, 2000
V. Burns Hargis
/s/ Howard Janzen Director June 27, 2000
Howard Janzen
/s/ E. Carey Joullian, IV Director June 27, 2000
E. Carey Joullian, IV
/s/ Robert L. LaFortune Director June 27, 2000
Robert L. LaFortune
/s/Phillip C. Lauinger, Jr. Director June 27, 2000
Phillip C. Lauinger, Jr.
/s/ John C. Lopez Director June 27, 2000
John C. Lopez
____________________________ Director June 27, 2000
Frank A. McPherson
/s/ Steven E. Moore Director June 27, 2000
Steven E. Moore
/s/ J. Larry Nichols Director June 27, 2000
J. Larry Nichols
/s/ Ronald J. Norick Director June 27, 2000
Ronald J. Norick
/s/ Robert L. Parker, Sr. Director June 27, 2000
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director June 27, 2000
James W. Pielsticker
/s/ E.C. Richards Director June 27, 2000
E.C. Richards
____________________________ Director June 27, 2000
James A. Robinson
____________________________ Director June 27, 2000
L. Francis Rooney, III
/s/ David J. Tippeconnic Director June 27, 2000
David J. Tippeconnic
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 June 27, 2000.
BOK Financial Corporation Thrift Plan for Hourly Employees
By /s/ George B. Kaiser
George B. Kaiser, Chairman of the Board of BOK
Financial Corporation and Administrator of the BOKF
Thrift Plan for Hourly Employees
By /s/ Stanley A. Lybarger
Stanley A.Lybarger, President, Chief Executive Officer
and Director of BOK Financial Corporation and
Administrator of the BOKF Thrift Plan for Hourly
Employees
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes George B.
Kaiser and Stanley A. Lybarger, 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. Lybarger deems appropriate, and each such person hereby appoints
George B. Kaiser and Stanley A. Lybarger, 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 June 27, 2000
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 27, 2000
Stanley A. Lybarger and Director
/s/ John C. Morrow Senior Vice President and Director of June 27, 2000
John C. Morrow Financial Accounting and Reporting
/s/ Steven E. Nell Senior Vice President and Corporate June 27, 2000
Steven E. Nell Controller
/s/ W. Wayne Allen Director June 27, 2000
W. Wayne Allen
____________________________ Director June 27, 2000
C. Fred Ball, Jr.
____________________________ Director June 27, 2000
James E. Barnes
/s/ Sharon J. Bell Director June 27, 2000
Sharon J. Bell
/s/ Peter Boylan, III Director June 27, 2000
Peter Boylan, III
/s/ Luke R. Corbett Director June 27, 2000
Luke R. Corbett
/s/ Robert H. Donaldson Director June 27, 2000
Robert H. Donaldson
/s/ William E. Durrett Director June 27, 2000
William E. Durrett
/s/ James O. Goodwin Director June 27, 2000
James O. Goodwin
____________________________ Director June 27, 2000
V. Burns Hargis
/s/ Howard Janzen Director June 27, 2000
Howard Janzen
/s/ E. Carey Joullian, IV Director June 27, 2000
E. Carey Joullian, IV
/s/ Robert L. LaFortune Director June 27, 2000
Robert L. LaFortune
/s/ Phillip C. Lauinger, Jr. Director June 27, 2000
Phillip C. Lauinger, Jr.
/s/ John C. Lopez Director June 27, 2000
John C. Lopez
___________________________ Director June 27, 2000
Frank A. McPherson
/s/ Steven E. Moore Director June 27, 2000
Steven E. Moore
/s/ J. Larry Nichols Director June 27, 2000
J. Larry Nichols
/s/ Ronald J. Norick Director June 27, 2000
Ronald J. Norick
/s/ Robert L. Parker, Sr. Director June 27, 2000
Robert L. Parker, Sr.
/s/ James W. Pielsticker Director June 27, 2000
James W. Pielsticker
/s/ E.C. Richards Director June 27, 2000
E.C. Richards
____________________________ Director June 27, 2000
James A. Robinson
____________________________ Director June 27, 2000
L. Francis Rooney, III
/s/ David J. Tippeconnic Director June 27, 2000
David J. Tippeconnic
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.0 BOK Financial Corporation Thrift Plan for Hourly Employees.
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. See pages viii and ix.
99.0 Annual Report on Form 10-K for year ended December 31, 1999 filed with the
Commission on March 29, 2000 and incorporated herein by reference.
99.1 Quarterly Report on Form 10-Q for the three months ended March 31, 2000 and
incorporated herein by reference.
99.2 Form 11-K filed on even date herewith and incorporated herein by 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 and
incorporated herein by reference.