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 2003 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 Proposed Maximum Proposed Maximum Amount
Securities to be offering price aggregate of
to be registered** per unit* offering price* registration
Registered fee*
_______________________________________________________________________________
Common Stock,
$0.00006 par 2,000,000 $37.46 $74,920,000 $6,061.03
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.
i
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 424. 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: Gregg Jaynes
www.bankofoklahoma.com
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 26, 2003
- 2003 Quarterly Report on Form 10-Q for the three months ended March 31,
2003 filed with the Commission on May 15, 2003
- The Company's Current Report on Form 8-K filed with the Commission on
January 23, 2003
- The Company's Current Report on Form 8-K filed with the Commission on April
21, 2003
- 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
ii
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 2003 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 Annual Report on Form 10-K filed with the Commission on March 26,
2003 is incorporated herein by this reference.
99.1 2003 Quarterly Report on Form 10-Q for the three months ended
March 31, 2003 filed with the Commission on May 15, 2003 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:
iii
(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.
iv
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 24th
day of June, 2003.
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 24, 2003
----------------------------
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 24, 2003
----------------------------
Stanley A. Lybarger and Director
/s/ Steven E. Nell Executive Vice President and June 24, 2003
----------------------------
Steven E. Nell Chief Financial Officer
/s/ John C. Morrow Senior Vice President and Director June 24, 2003
----------------------------
John C. Morrow of Financial Accounting and Reporting
/s/ C. Fred Ball, Jr. Director June 24, 2003
----------------------------
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director June 24, 2003
----------------------------
Sharon J. Bell
/s/ Peter Boylan, III Director June 24, 2003
----------------------------
Peter Boylan, III
/s/ Joseph E. Cappy Director June 24, 2003
----------------------------
Joseph E. Cappy
Director June __, 2003
----------------------------
Paula Marshall Chapman
/s/ Luke R. Corbett Director June 24, 2003
----------------------------
Luke R. Corbett
Director June __, 2003
----------------------------
William E. Durrett
/s/ James O. Goodwin Director June 24, 2003
----------------------------
James O. Goodwin
/s/ Robert G. Greer Director June 24, 2003
----------------------------
Robert G. Greer
v
/s/ David F. Griffin Director June 25, 2003
----------------------------
David F. Griffin
/s/ V. Burns Hargis Director June 24, 2003
----------------------------
V. Burns Hargis
/s/ E. Carey Joullian, IV Director June 24, 2003
----------------------------
E. Carey Joullian, IV
/s/ David L. Kyle Director June 24, 2003
----------------------------
David L. Kyle
/s/ Robert J. LaFortune Director June 24, 2003
----------------------------
Robert J. LaFortune
/s/ Phillip C. Lauinger, Jr. Director June 24, 2003
----------------------------
Phillip C. Lauinger, Jr.
____________________________ Director June __, 2003
John C. Lopez
/s/ Steven J. Malcolm Director June 24, 2003
----------------------------
Steven J. Malcolm
Director June __, 2003
----------------------------
Frank A. McPherson
/s/ Steven E. Moore Director June 26, 2003
----------------------------
Steven E. Moore
Director June __, 2003
----------------------------
Robert L. Parker
Director June __, 2003
----------------------------
James A. Robinson
/s/ L. Francis Rooney, III Director June 24, 2003
----------------------------
L. Francis Rooney, III
Director June __, 2003
----------------------------
Scott F. Zarrow
vi
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 24, 2003.
BOK FINANCIAL 2003 STOCK OPTION PLAN
By /s/ George B. Kaiser
-------------------------------------------------------
George B. Kaiser, Chairman of the Board of BOK Financial
Corporation and Administrator of the BOKF 2003 Plan
By /s/ Stanley A. Lybarger
-------------------------------------------------------
Stanley A. Lybarger, President, Chief Executive
Officer and Director of BOK Financial Corporation and
Administrator of the BOKF 2003 Plan
vii
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 June 24, 2003
----------------------------
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 24, 2003
----------------------------
Stanley A. Lybarger and Director
/s/ Steven E. Nell Executive Vice President and June 24, 2003
-----------------------------
Steven E. Nell Chief Financial Officer
/s/ John C. Morrow Senior Vice President and Director June 24, 2003
----------------------------
John C. Morrow of Financial Accounting and Reporting
/s/ C. Fred Ball, Jr. Director June 24, 2003
----------------------------
C. Fred Ball, Jr.
/s/ Sharon J. Bell Director June 24, 2003
-----------------------------
Sharon J. Bell
/s/ Peter Boylan, III Director June 24, 2003
----------------------------
Peter Boylan, III
/s/ Joseph E. Cappy Director June 24, 2003
----------------------------
Joseph E. Cappy
Director June __, 2003
----------------------------
Paula Marshall Chapman
/s/ Luke R. Corbett Director June 24, 2003
----------------------------
Luke R. Corbett
Director June __, 2003
----------------------------
William E. Durrett
/s/ James O. Goodwin Director June 24, 2003
----------------------------
James O. Goodwin
/s/ Robert G. Greer Director June 24, 2003
----------------------------
Robert G. Greer
/s/ David F. Griffin Director June 25, 2003
----------------------------
David F. Griffin
/s/ V. Burns Hargis Director June 24, 2003
----------------------------
V. Burns Hargis
viii
/s/ E. Carey Joullian, IV Director June 24, 2003
----------------------------
E. Carey Joullian, IV
/s/ David L. Kyle Director June 24, 2003
----------------------------
David L. Kyle
/s/ Robert J. LaFortune Director June 24, 2003
----------------------------
Robert J. LaFortune
/s/ Phillip C. Lauinger, Jr. Director June 24, 2003
-----------------------------
Phillip C. Lauinger, Jr.
____________________________ Director June __, 2003
John C. Lopez
/s/ Steven J. Malcolm Director June 24, 2003
----------------------------
Steven J. Malcolm
Director June __, 2003
----------------------------
Frank A. McPherson
/s/ Steven E. Moore Director June 26, 2003
----------------------------
Steven E. Moore
Director June __, 2003
----------------------------
Robert L. Parker
Director June __, 2003
----------------------------
James A. Robinson
/s/ L. Francis Rooney, III Director June 24, 2003
-----------------------------
L. Francis Rooney, III
Director June __, 2003
----------------------------
Scott F. Zarrow
ix
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.0 BOK Financial Corporation 2003 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
Exhibit 4.0
BOK FINANCIAL CORPORATION
2003 STOCK OPTION PLAN
January 1, 2003
Adopted by Action of the Board of Directors
of
BOK Financial Corporation taken March 19, 2003
Approved by Shareholders on April 29, 2003
On ____________, 2003 BOK Financial Corporation registered on Securities
and Exchange Commission Form S-8 pursuant to the Securities Act of 1933,
2,000,000 shares of BOK Financial Corporation Common Stock, $0.00006 par value,
for issuance in connection with the BOKF 2003 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 74192, telephone number (918) 588-6277.
BOKF 2003 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 2003
Stock Option Plan" (the "BOKF 2003 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 2003 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 2003 Plan shall become effective on January
1, 2003 (or on such later date as a registration statement in respect
of the BOKF 2003 Plan on Securities and Exchange Commission Form S-8
shall become effective).
SECTION 2. THE 2003 OPTIONS. The options ("2003 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 2003
Plan:
2.1 The Common Stock subject to the 2003 Options shall be the Common Stock
of the Corporation, par value $0.00006 per share ("BOKF Common
Stock").
2.2 The owners of the 2003 Options shall be those employees (hereafter
called a "Participant") to whom a letter of award ("Award Letter") is
hereafter delivered by the Independent Compensation Committee of the
Corporation. The Corporation may issue Award Letters at any time prior
to December 31, 2005.
2.3 The 2003 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 2003 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 2003 Options shall be 2,000,000. The maximum number
of shares of BOKF Common Stock subject to the 2003 Options that may be
granted to a Participant during a calendar year period is 100,000. If
the employment of a Participant is terminated for any reason and such
Participant has not exercised the 2003 Options with respect to any
shares, the Corporation may award 2003 Options in respect of such
shares to existing Participants or to additional Participants by
issuing additional Award Letters before December 31, 2005.
2.4 The purchase price of shares subject to the 2003 Options shall be the
fair market value for BOKF Common Stock on NASDAQ on the date of the
Award Letter (the "Option Price").
2.5 The 2003 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 2003 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 2003 Option Shares set
forth in the Award Letter.
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 2003 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 2003 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 2003 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 2003 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 2003 Option Shares set
forth in the Award Letter.
2.6 The 2003 Options may be exercised only by delivering (i) a written
notice of exercise (stating the fact that 2003 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, 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 2003
Options within thirty (30) days of the date of exercise.
2.8 BOKF Common Stock acquired pursuant to the 2003 Options may be resold
only pursuant to the provisions of Section 4 hereof.
SECTION 3. PROVISIONS APPLICABLE TO THE 2003 OPTIONS. The following provisions
shall apply to the 2003 Options and all BOKF Common Stock issued pursuant
thereto.
3.1 Non-Transferability. The 2003 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 2003 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 2003 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 2003
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 (or, in the event
of death, the personal representative of the Participant) may
purchase, any of Participant's 2003 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 2003 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 2003 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,
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, 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 2003 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 2003 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 2003 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
2003 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
Participant pursuant to the 2003 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.
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 2003
Plan.
4.3 Prior Approval of Counsel. Prior to reoffering or reselling any BOKF
Common Stock acquired pursuant to a 2003 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 the
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 2003 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 2003 Plan:
6.1 This BOKF 2003 Plan is made and executed in Tulsa County, Oklahoma.
6.2 This BOKF 2003 Plan shall be subject to, and interpreted in accordance
with, the laws of the State of Oklahoma.
6.3 This BOKF 2003 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.
6.4 Rights and obligations arising under the BOKF 2003 Plan may not be
assigned.
SECTION 7. ADDITIONAL INFORMATION.
7.1 ERISA Not Applicable. The BOKF 2003 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 2003 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 2003 Options and the last
date on which such options may be exercised.
7.3 Tax Effects. The BOKF 2003 Plan is not qualified under Section 401(a)
at the Internal Revenue Code. The tax effects of the BOKF 2003 Plan
are:
7.3.1BOKF will be entitled to an income tax deduction at the date of
exercise of the 2003 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 2003 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 2003 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.
7.4 Administration of the BOKF 2003 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 Independent Compensation Committee shall establish the number
of shares subject to each such Participant's 2003 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. Members
of the Independent Compensation Committee consist of Outside Directors
within the meaning of the provisions of Treasury Regulation ss.
1.162-27(e)(3) and 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 2003 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 2003
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:
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, 2002 filed with the Commission for the First Quarter, 2002
filed May 14, 2002.
7.8.5Quarterly Report on Form 10-Q for the three months ended June
30, 2002 filed with the Commission for the Second Quarter, 2002
filed August 14, 2002.
7.8.6Quarterly Report on Form 10-Q for the three months ended
September 30, 2002 filed with the Commission for the Third
Quarter, 2002 filed November 14, 2002.
7.8.7The 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.
7.8.82001 Annual Report on Form 10-K filed with the Commission on
March 27, 2002.
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 2003 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 Director of
BOKF Financial Corporation taken March 19, 2003.
/s/ Frederic Dorwart
------------------------------------------------
Frederic Dorwart, Secretary to the Board
Exhibit 5.0
June 25, 2003
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"): Shares of BOKF
Common Stock to be Issued Pursuant to the BOK Financial
Corporation 2003 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 26,
2003 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 BOK Financial Corporation 2003 Stock Option 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 BOK
Financial Corporation 2003 Stock Option 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 Registration Statement Form
S-8 pertaining to the BOK Financial Corporation 2003 Stock Option Plan dated
June 26, 2003, of our report dated January 22, 2003 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, 2002,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
June 25, 2003
24.0
POWER OF ATTORNEY
See pages vii and viii.