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 Office) (Zip code)
BOK Financial Corporation 2001 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 1,500,000 $24.00 $36,000,000 $9,000
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 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:
Annual Report on Form 10-K filed with the Commission on March 30, 2001.
2001 Quarterly Report on Form 10-Q for the three months ended March 31,
2001 filed with the Commission on May 15, 2001.
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 2001 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 2000 Annual Report on Form 10-K filed with the Commission on
March 30, 2001 is incorporated herein by this reference.
99.1 2001 Quarterly Report on Form 10-Q for the three months ended
March 31, 2001 filed with the Commission on May 15, 2001 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.
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 31st
day of May, 2001.
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 May 31, 2001
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer May 31, 2001
Stanley A. Lybarger and Director
/s/ Steven E. Nell Executive Vice President and May 31, 2001
Steven E. Nell Chief Financial Officer
/s/ John C. Morrow Senior Vice President and Director of May 31, 2001
John C. Morrow Financial Accounting and Reporting
/s/ C. Fred Ball, Jr. Director May 31, 2001
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director May 31, 2001
Sharon J. Bell
______________________ Director May 31, 2001
Peter Boylan, III
/s/ Joseph E. Cappy Director May 31, 2001
Joseph E. Cappy
/s/ Luke R. Corbett Director May 31, 2001
Luke R. Corbett
/s/ William E. Durrett Director May 31, 2001
William E. Durrett
/s/ James O. Goodwin Director May 31, 2001
James O. Goodwin
/s/ V. Burns Hargis Director May 31, 2001
V. Burns Hargis
/s/ Howard Janzen Director May 31, 2001
Howard Janzen
/s/ E. Carey Joullian, IV Director May 31, 2001
E. Carey Joullian, IV
/s/ David L. Kyle Director May 31, 2001
David L. Kyle
/s/ Robert J. LaFortune Director May 31, 2001
Robert J. LaFortune
/s/ Philip C. Lauinger Director May 31, 2001
Phillip C. Lauinger, Jr.
_______________________ Director May 31, 2001
John C. Lopez
/s/ Frank A. McPherson Director May 31, 2001
Frank A. McPherson
/s/ Steven E. Moore Director May 31, 2001
Steven E. Moore
_______________________ Director May 31, 2001
J. Larry Nichols
/s/ Ronald J. Norick Director May 31, 2001
Ronald J. Norick
/s/ Robert L. Parker Director May 31, 2001
Robert L. Parker
/s/ James W. Pielsticker Director May 31, 2001
James W. Pielsticker
/s/ James A. Robinson Director May 31, 2001
James A. Robinson
/s/ L. Francis Rooney, III Director May 31, 2001
L. Francis Rooney, III
/s/ Scott F. Zarrow Director May 31, 2001
Scott F. Zarrow
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 May 1, 2001.
BOKF 2001 STOCK OPTION PLAN
By /s/ George B. Kaiser
George B. Kaiser, Chairman of the Board of BOK Financial
Corporation and Administrator of the BOKF 2001 Plan
By /s/ Stanley A. Lybarger
Stanley A. Lybarger, President, Chief Executive Officer
and Director of BOK Financial Corporation and
Administrator of the BOKF 2001 Plan
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes George B.
Kaiser 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 deems appropriate, and each such person
hereby appoints George B. Kaiser 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 May 31, 2001
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer May 31, 2001
Stanley A. Lybarger and Director
/s/ Steven E. Nell Executive Vice President and May 31, 2001
Steven E. Nell Chief Financial Officer
/s/ John C. Morrow Senior Vice President and Director of May 31, 2001
John C. Morrow Financial Accounting and Reporting
/s/ C. Fred Ball, Jr. Director May 31, 2001
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director May 31, 2001
Sharon J. Bell
_____________________ Director May 31, 2001
Peter Boylan, III
/s/ Joseph E. Cappy Director May 31, 2001
Joseph E. Cappy
/s/ Luke R. Corbett Director May 31, 2001
Luke R. Corbett
/s/ William E. Durrett Director May 31, 2001
William E. Durrett
/s/ James O. Goodwin Director May 31, 2001
James O. Goodwin
/s/ V. Burns Hargis Director May 31, 2001
V. Burns Hargis
/s/ Howard Janzen Director May 31, 2001
Howard Janzen
/s/ E. Carey Joullian, IV Director May 31, 2001
E. Carey Joullian, IV
/s/ David L. Kyle Director May 31, 2001
David L. Kyle
/s/ Robert J. LaFortune Director May 31, 2001
Robert J. LaFortune
/s/ Philip C. Lauinger Director May 31, 2001
Phillip C. Lauinger, Jr.
_______________________ Director May 31, 2001
John C. Lopez
/s/ Frank A. McPherson Director May 31, 2001
Frank A. McPherson
/s/ Steven E. Moore Director May 31, 2001
Steven E. Moore
_______________________ Director May 31, 2001
J. Larry Nichols
/s/ Ronald J. Norick Director May 31, 2001
Ronald J. Norick
/s/ Robert L. Parker Director May 31, 2001
Robert L. Parker
/s/ James W. Pielsticker Director May 31, 2001
James W. Pielsticker
/s/ James A. Robinson Director May 31, 2001
James A. Robinson
/s/ L. Francis Rooney, III Director May 31, 2001
L. Francis Rooney, III
/s/ Scott F. Zarrow Director May 31, 2001
Scott F. Zarrow
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.0 BOK Financial Corporation 2001 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
4.0
BOK FINANCIAL CORPORATION
2001 STOCK OPTION PLAN
May 1, 2001
(Adopted by Action of the Board of Directors
of
BOK Financial Corporation taken April 24, 2001)
On June 8, 2001 BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 1,500,000
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the BOKF 2001 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.
BOKF 2001 STOCK OPTION PLAN
(a) ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.
(1) Establishment. BOK Financial Corporation (the "Corporation" or
"BOKF"), an Oklahoma corporation, hereby establishes the "BOKF
2001 Stock Option Plan" (the "BOKF 2001 Plan") for designated
employees of the Corporation and of various direct and indirect
subsidiaries of the Corporation (collectively, "BOKF").
(2) Purpose. The purpose of the BOKF 2001 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
(3) Effective Date. The BOKF 2001 Plan shall become effective on May
1, 2001 (or on such later date as a registration statement in
respect of the BOKF 2001 Plan on Securities and Exchange
Commission Form S-8 shall become effective).
(b) THE 2001 OPTIONS. The options ("2001 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 2001 Plan:
(1) The Common Stock subject to the 2001 Options shall be the Common
Stock of the Corporation, par value $0.00006 per share ("BOKF
Common Stock").
(2) The Corporation may issue Award Letters (as hereafter defined) at
any time prior to January 1, 2010
(3) The owners of the 2001 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 pursuant
to the BOKF 2001 Plan.
(4) The 2001 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 2001 Option Shares").
(5) Each Award Letter shall bear the date on which the Award Letter
is issued (the "Award Date").
(6) The total number of shares of BOKF Common Stock subject to 2001
Options shall be 1,500,000.
(7) If the employment of a Participant is terminated for any reason
and such Participant has not exercised the 2001 Options with
respect to any shares, the Corporation may award 2001 Options in
respect of such shares to existing Participants or to additional
Participants by issuing additional Award Letters prior to January
1, 2010.
(8) The purchase price of shares subject to the 2001 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").
(9) The 2001 Options may be exercised during and only during the
period of time commencing on the second anniversary of the Award
Date and ending at 5:00 P.M. Tulsa Time on the forty-fifth (45th)
calendar day thereafter.
(10) The 2001 Options may be exercised only by delivering (i) a
written notice of exercise (stating the fact that 2001 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 Stock having 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
(provided such shares of BOKF Common Stock must have been held by
the Participant for a period in excess of six months), or (iv) a
combination of (i), (ii), or (iii).
(11) The Corporation shall deliver to the Participant the certificates
representing the shares purchased pursuant to the exercise of the
2001 Options within thirty (30) days of the date of exercise.
(12) BOKF Common Stock acquired pursuant to the 2001 Options may be
resold only pursuant to the provisions of Section 4 hereof.
(c) PROVISIONS APPLICABLE TO THE 2001 OPTIONS. The following provisions
shall apply to the 2001 Options and all BOKF Common Stock issued
pursuant thereto.
(1) Non-Transferability. The 2001 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.
(2) Termination of 2001 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 2001
Options shall automatically terminate, to the extent not
previously exercised, provided:
(a) The Chairman of the Board and the Chief Executive Officer
may in their sole discretion (which discretion may be
exercised without any obligation to provide any explanation
for the exercise of such discretion), subject to approval of
the Board of Directors of the Corporation, extend the
termination of the Participant's 2001 Options in special
circumstances.
(b) In the event of the termination of employment of a
participant by reason of death or disability, the
Participant (or, in the event of death, the personal
representative of the Participant) may purchase, any of
Participant's 2001 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 2001 Option Shares.
(c) In 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 2001 Option Shares (whether
vested or un-vested, to the extent not previously
purchased).
(d) A Change of Control shall be deemed to have occurred if, and
only if:
(a) 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,
(b) BOKF shall cease to own more than 50% of the voting
capital stock of Bank of Oklahoma, National
Association.
(e) A 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.
(f) A 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) 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, stock splits, 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 2001 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.
(4) Waiver of Shareholder Rights. The Participant or other person
entitled to exercise 2001 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 2001Options
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.
(d) REOFFER OR RESALE OF BOKF STOCK ACQUIRED PURSUANT TO EXERCISE OF THE
2001 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
Participant pursuant to the 2001 Options shall be subject to the
following terms and conditions:
(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.
(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 2001 Plan.
(3) Prior Approval of Counsel. Prior to reoffering or reselling any
BOKF Common Stock acquired pursuant to a 2001 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) 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.
(e) NOT AN EMPLOYMENT AGREEMENT. This BOKF 2001 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.
(f) MISCELLANEOUS PROVISIONS. The following miscellaneous provisions shall
apply to the BOKF 2001 Plan:
(1) This BOKF 2001 Plan is made and executed in Tulsa County,
Oklahoma.
(2) This BOKF 2001 Plan shall be subject to, and interpreted in
accordance with, the laws of the State of Oklahoma.
(3) This BOKF 2001 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.
(4) Rights and obligations arising under the BOKF 2001 Plan may not
be assigned.
(g) ADDITIONAL INFORMATION.
(1) ERISA Not Applicable. The BOKF 2001 Plan is not subject to the
provisions of the Employee Retirement Income Security Act.
(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 2001 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 2001
Options and the last date on which such options may be exercised.
(3) Tax Effects. The BOKF 2001 Plan is not qualified under Section
401(a) at the Internal Revenue Code. The tax effects of the BOKF
2001 Plan are:
(a) BOKF will be entitled to an income tax deduction at the date
of exercise of the 2001 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.
(b) Participants will recognize income at the date of exercise
of the 2001 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 2001 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 date of exercise, and future
transactions will be subject to capital asset rules.
(4) Administration of the BOKF 2001 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 2001 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.
(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.
(6) Shares to be Issued. The shares of BOKF Common Stock to be issued
pursuant to the exercise of the 2001 Options shall be shares of
authorized but unissued Common Stock of the Corporation.
(7) No Liens or Charges. No lien or other charge may be placed on the
2001 Options.
(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:
(a) Registration 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.
(b) Registration Statement on Form 10 (Registration No.
0-19341), filed under the Exchange Act with the Commission,
and subsequent amendments thereto filed on Form 8.
(c) Information Statement and Prospectus Supplement filed with
the Commission on November 20, 1991, under the Exchange Act
and also under the Securities Act of 1933.
(d) Quarterly Report on Form 10-Q for the three months ended
March 31, 2001 filed with the Commission on May __, 2001.
(e) The 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.
(f) 2000 Annual Report on Form 10-K filed with the Commission on
March 30, 2001. 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 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 2001
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
April 24, 2001.
/s/ Frederic Dorwart
Frederic Dorwart, Secretary to the Board
5.0
June 8, 2001
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"): 1,500,000 Shares of
BOKF Common Stock to be Issued Pursuant to the BOK Financial
Corporation 2001 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 June 8, 2001 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 2001 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 2001 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 reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) and related Prospectus of BOK Financial
Corporation for the registration of 1,500,000 shares of its common stock
pursuant to the BOKF 2001 Stock Option Plan and to the incorporation by
reference therein of our report dated January 23, 2001, 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, 2000,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
June 8, 2001
24.0
POWER OF ATTORNEY
See pages viii and ix.