UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2005
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Southwest Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Oklahoma 0-23064 73-1136584
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
608 South Main Street, Stillwater, Oklahoma 74074
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 372-2230
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.01. Entry into a Material Definitive Agreement.
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Item 5.02. Departure of Director
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On May 13, 2005, Southwest Bancorp, Inc. ("Southwest") entered into a
Selling Shareholder Agreement (the "Agreement") with Betty B. Kerns ("BBK"), the
Joyce P. Berry Revocable Trust, the Joe M. Berry Trust, the Berry Charitable
Remainder Trust, and BKP, L.L.C. (the "Selling Shareholders"). Under the terms
of the Agreement, Southwest agreed to repurchase from the Selling Shareholders
an aggregate of 689,796 shares of Southwest common stock, par value $1.00 per
share, for a price per share of $18.00. Under the terms of the Agreement, BBK
also agreed to the cancellation of all the outstanding stock options previously
granted to her in exchange for a payment from Southwest equal to the excess of
$18.00 over the exercise price per share for the 10,826 options that were
exercisable by BBK on May 13, 2005. The total consideration payable by Southwest
to the Selling Shareholders under the Agreement is approximately $12.5 million.
The shares to be repurchased under the Agreement represent approximately 5.65%
of the approximately 12. 2 million shares of Southwest common stock outstanding
on May 13, 2005. The last reported sale price of Southwest common stock reported
on the Nasdaq National Market on May 13, 2005 was $18.68 per share.
Approximately 680,000 of the shares to be repurchased under the
Agreement were held by entities related to the estate of Joyce P. Berry, a
former director of Southwest, who died earlier this year. The Selling
Shareholders have indicated that a significant portion of the proceeds from the
sale will be used to pay taxes on the estate. BBK is a management official or
trustee of, or has a financial interest in, each of the other Selling
Shareholders, and has previously filed a Schedule 13D reporting beneficial
ownership of the subject shares.
BBK has served as a director of Southwest and Stillwater National Bank
and Trust Company, Southwest's primary banking subsidiary, since 2000. Under the
terms of the Agreement, BBK resigned from these boards of directors effective
May 13, 2005, and represented that her resignation was not due to any
disagreement with Southwest or any matter relating to Southwest's operations,
policies, or practices. The boards of directors have accepted her resignation.
On May 16, 2005, Southwest acquired 669,302 shares of common stock
under the Agreement, and all of the stock options previously granted to BBK were
cancelled. Southwest expects to acquire the remaining 20,494 shares of common
stock under the Agreement on or before May 20, 2005.
Southwest and its bank subsidiaries, Stillwater National Bank and Trust
Company and SNB Bank of Wichita will remain well-capitalized for regulatory
purposes after the repurchase of shares and cancellation of options under the
Agreement.
The foregoing description of the Agreement is only a summary and is
qualified in its entirety by the full text of the Agreement, a copy of which is
attached as Exhibit 10.1 hereto and is hereby incorporated by reference.
Forward-Looking Statements
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This report includes forward-looking statements, such as: statements of
Southwest's goals, intentions, and expectations, including its ability to
conclude the transactions subject to the agreement described herein and the
effects of those transactions on Southwest, its shareholders, and its
subsidiaries. These forward-looking statements are subject to significant
uncertainties because they are based upon: future interest rates, market
behavior, and other economic conditions; future laws and regulations; and a
variety of other matters. Because of these uncertainties, the actual future
results may be materially different from the results indicated by these
forward-looking statements. In addition, Southwest's past growth and performance
do not necessarily indicate its future results.
Item 9.01 Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
10.1 Selling Shareholder Agreement dated May 13, 2005 by and among the
shareholders identified on Schedule I thereto, Betty B. Kerns and
Southwest Bancorp, Inc.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Southwest Bancorp, Inc.
By /s/ Rick Green
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Rick Green
President and Chief Executive Officer
Dated: May 16, 2005