AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Number)
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(Address of Principal Executive Offices) (Zip Code)
Bank of Tanglewood, National Association
1996 Stock Option Plan
(Full title of the plans)
Stanley A. Lybarger
President and Chief Executive Officer
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
(918) 588-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
With Copies to:
TAMARA R. WAGMAN
FREDERIC DORWART, LAWYERS
OLD CITY HALL
124 E. 4TH STREET
TULSA, OKLAHOMA 74103
(918) 583-9958
CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
----------------------------------------------------------------------------------------------------------
Common Stock, $0.00006 par value....... 292,225 $33.90 $9,906,428 $911
==========================================================================================================
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended based on the average of the high and low sale prices per share of BOK
Financial common stock on NASDAQ on October 23, 2002.
INTRODUCTORY STATEMENT
On October 25, 2002, Bank of Tanglewood, N.A. merged into TW Interim National
Bank, a wholly owned subsidiary of BOK Financial Corporation. Pursuant to the
merger agreement, BOK Financial assumed the stock option plans of Bank of
Tanglewood, and each unexpired and unexercised outstanding option to purchase
Bank of Tanglewood common stock was automatically converted into an option to
purchase that number of shares of BOK Financial common stock obtained by
multiplying the number of shares of Bank of Tanglewood common stock issuable
upon exercise of such option by 1.75, at an exercise price per share of Bank of
Tanglewood common stock equal to the per share exercise price of such Bank of
Tanglewood stock option divided by 1.75.
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 THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF 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) BOK Financial's Annual Report on Form 10-K filed with the Commission on
March 27, 2002 for the fiscal year ended December 31, 2001;
(b) BOK Financial's Quarterly Report on Form 10-Q filed with the Commission on
May 14, 2002 for the quarterly period ended March 31, 2002;
(c) BOK Financial's Quarterly Report on Form 10-Q filed with the Commission on
August 14, 2002 for the quarterly period ended June 30, 2002; and,
(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.
In addition, all documents subsequently filed by BOK Financial pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of 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 of this registration statement to the
extent that a statement contained herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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. Description
4.0 The rights of holders of the common stock and preferred stock of BOK
Financial are set forth in its Articles of Incorporation. The Articles of
Incorporation of BOK Financial, incorporated by reference to (i) Amended
and Restated Certificate of Incorporation of BOK Financial filed with the
Oklahoma Secretary of State on May 28, 1991, filed as Exhibit 3.0 to S-1
Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit
A to Information Statement and Prospectus Supplement filed November 20,
1991 4.1* Bank of Tanglewood, National Association, 1996 Stock Option Plan,
as amended
5.0* 0pinion of Frederic Dorwart, Lawyers regarding the legality of the shares
of common stock being registered
23.0*Consent of Ernst & Young, LLP, Independent Auditors 23.1* Consent of
Frederic Dorwart, Lawyers (included in opinion filed as Exhibit 5.0)
24.0*Power of Attorney (included on the first signature page to this
(Registration Statement)
*filed herewith
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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the 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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment 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.
(3) To remove from registration by means of a 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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
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 Commission such indemnification is
against public policy as expressed in the Securities 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 a 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 its 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 28th day of October,
2002.
BOK Financial Corporation
By: /s/ STANLEY A. LYBARGER
-----------------------------
Stanley A. Lybarger,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities indicated on October 28, 2002.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George B. Kaiser and Stanley A. Lybarger, and
each of them, each with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue thereof.
SIGNATURE TITLE DATE
/s/ GEORGE B. KAISER Chairman of the Board of BOK Financial 10/28/02
------------------------ Corporation ----------
George B. Kaiser
/s/ STANLEY A. LYBARGER President, Chief Executive Officer and 10/25/02
------------------------ Director of BOK Financial Corporation ----------
Stanley A. Lybarger
/s/ STEVEN E. NELL Executive Vice President and Chief 10/24/02
------------------------ Financial Officer of BOK Financial ----------
Steven E. Nell Corporation
/s/ JOHN C. MORROW Senior Vice President and Director of 10/27/02
------------------------ Financial Accounting and Reporting of ----------
John C. Morrow BOK Financial Corporation
/s/ VALERIE C. TOALSON Corporate Controller of BOK Financial 10/24/02
-------------------------Corporation ----------
Valerie C. Toalson
-------------------------Director of BOK Financial Corporation ----------
C. Fred Ball, Jr.
/s/ SHARON J. BELL 10/24/02
-------------------------Director of BOK Financial Corporation ----------
Sharon J. Bell
-------------------------Director of BOK Financial Corporation ----------
Peter C. Boylan, III
/s/ JOSEPH E. CAPPY 10/25/02
-------------------------Director of BOK Financial Corporation ----------
Joseph E. Cappy
/s/ LUKE R. CORBETT 10/28/02
-------------------------Director of BOK Financial Corporation ----------
Luke R. Corbett
/s/ WILLIAM E. DURRETT 10/28/02
-------------------------Director of BOK Financial Corporation ----------
William E. Durrett
-------------------------Director of BOK Financial Corporation ----------
James O. Goodwin
/s/ V. BURNS HARGIS 10/24/02
-------------------------Vice Chairman and Director of BOK ----------
V. Burns Hargis Financial Corporation
-------------------------Director of BOK Financial Corporation ----------
Howard E. Janzen
/s/ E. CAREY JOULLIAN, IV 10/28/02
-------------------------Director of BOK Financial Corporation ----------
E. Carey Joullian, IV
-------------------------Director of BOK Financial Corporation ----------
David L. Kyle
/s/ ROBERT J. LAFORTUNE 10/24/02
-------------------------Director of BOK Financial Corporation ----------
Robert J. LaFortune
/s/ PHILIP C. LAUINGER 10/24/02
-------------------------Director of BOK Financial Corporation ----------
Philip C. Lauinger
-------------------------Director of BOK Financial Corporation ----------
John C. Lopez
/s/ STEVEN J. MALCOLM 10/24/02
-------------------------Director of BOK Financial Corporation ----------
Steven J. Malcolm
-------------------------Director of BOK Financial Corporation ----------
Frank A. McPherson
/s/ STEVEN E. MOORE 10/25/02
-------------------------Director of BOK Financial Corporation ----------
Steven E. Moore
-------------------------Director of BOK Financial Corporation ----------
J. Larry Nichols
-------------------------Director of BOK Financial Corporation ----------
Robert L. Parker, Sr.
-------------------------Director of BOK Financial Corporation ----------
James A. Robinson
-------------------------Director of BOK Financial Corporation ----------
L. Francis Rooney, III
/s/ SCOTT F. ZARROW 10/25/02
-------------------------Director of BOK Financial Corporation ----------
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 October 28, 2002.
By /s/ GEORGE B. KAISER
------------------------
George B. Kaiser, Chairman of the Board of BOK Financial Corporation and
Administrator of the Bank of Tanglewood, National Association, 1996 Stock Option
Plan
By /s/_STANLEY A.LYBARGER
--------------------------
Stanley A. Lybarger, President, Chief Executive Officer and Director of BOK
Financial Corporation and Administrator of the Bank of Tanglewood, National
Association, 1996 Stock Option Plan
INDEX TO EXHIBITS
Exhibit No. Description
4.0 The rights of holders of the common stock and preferred stock of BOK
Financial are set forth in its Articles of Incorporation. The Articles of
Incorporation of BOK Financial, incorporated by reference to (i) Amended
and Restated Certificate of Incorporation of BOK Financial filed with the
Oklahoma Secretary of State on May 28, 1991, filed as Exhibit 3.0 to S-1
Registration Statement No. 33-90450, and (ii) Amendment attached as Exhibit
A to Information Statement and Prospectus Supplement filed November 20,
1991 4.1* Bank of Tanglewood, National Association, 1996 Stock Option Plan,
as amended
5.0* 0pinion of Frederic Dorwart, Lawyers regarding the legality of the shares
of common stock being registered
23.0* Consent of Ernst & Young, LLP, Independent Auditors
23.1*Consent of Frederic Dorwart, Lawyers (included in opinion filed as Exhibit
5.0)
24.0*Power of Attorney (included on the first signature page to this
(Registration Statement)
* filed herewith
EXHIBIT 4.1
BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
1996 STOCK OPTION PLAN
October 28, 2002
(Adopted by Action of the Board of Directors of BOK Financial Corporation taken
April 30, 2002)
On October 28, 2002 BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 292,225
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the Bank of Tanglewood, National Association 1996
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.
SECTION 1. Purpose of the Plan. The purpose of the Bank of Tanglewood, National
Association 1996 Stock Option Plan ("Plan") is to encourage ownership of common
stock, $5.00 par value ("Common Stock"), of Bank of Tanglewood, National
Association, a national banking association (the "Bank"), by key employees and
directors of the Bank and its Affiliates (as defined below) and to provide
increased incentive for such key employees and directors to render services and
to exert maximum effort for the success of the Bank. In addition, the Bank
expects that the Plan will further strengthen the identification of the key
employees and directors with the stockholders. Certain options to be granted
under this Plan are intended to qualify as incentive stock options ("ISOs")
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), while other options granted under this Plan will be nonqualified
options which are not intended to qualify as ISOs ("Nonqualified Options"),
either or both as provided in the agreements evidencing the options as provided
in Section 6 hereof. As used in this Plan, the term "Affiliates" means any
"parent corporation" of the Bank and any "subsidiary corporation" of the Bank
within the meaning of Code Sections 424(e) and (f), respectively.
SECTION 2. Administration of the Plan.
(a) Composition of Committee. The Plan shall be administered by the
Compensation Committee (the "Committee") designated by the Board of
Directors of the Bank (the "Board"), which shall also designate the
Chairman of the Committee. If the Bank is governed by Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), no director
shall serve as a member of the Committee unless he or she is a
"Non-Employee Director" within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission (the "Commission") under the Exchange
Act.
(b) Committee Action. The Committee shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a
quorum, and all determinations of the Committee shall be made by not less
than a majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members shall be fully as effective
as if it had been made by a majority vote of its members at a meeting duly
called and held. The Committee may designate the Secretary of the Bank or
other Bank employees to assist the Committee in the administration of the
Plan, and may grant authority to such persons to execute award agreements
or other documents on behalf of the Committee and the Bank. Any duly
constituted committee of the Board satisfying the qualifications of this
Section 2 may be appointed as the Committee.
(c) Committee Expenses. All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Bank. The Committee
may employ attorneys, consultants, accountants or other persons.
SECTION 3. Stock Reserved for the Plan. Subject to adjustment as provided in
Section 6 hereof, the aggregate number of shares of Common Stock that may be
optioned under the Plan is 97,500. The shares subject to the Plan shall consist
of authorized but unissued shares of Common Stock and such number of shares
shall be and is hereby reserved for sale for such purpose. Any of such shares
which may remain unsold and which are not subject to outstanding options at the
termination of the Plan shall cease to be reserved for the purpose of the Plan,
but until termination of the Plan or the termination of the last of the options
granted under the Plan, whichever last occurs, the Bank shall at all times
reserve a sufficient number of shares to meet the requirements of the Plan.
Should any option expire or be canceled prior to its exercise in full, the
shares theretofore subject to such option may again be made subject to an option
under the Plan.
SECTION 4. Eligibility. The persons eligible to participate in the Plan as a
recipient of options ("Optionee") shall include only key employees and directors
of the Bank or its Affiliates at the time the option is granted. A key employee
or director who has been granted an option hereunder may be granted an
additional option or options, if the Committee shall so determine.
SECTION 5. Grant of Options.
(a) Committee Discretion. The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those
persons pursuant to this Plan who are to receive options under the Plan,
(ii) to determine the number of shares of Common Stock to be covered by
such options and the terms thereof, and (iii) to determine the type of
option granted: ISO, Nonqualified Option or a combination of ISO and
Nonqualified Options; provided that a director who is not an employee may
not receive ISOs. If the Bank is governed by Section 16 of the Exchange
Act, the Committee shall specifically pre-approve each grant to each
Optionee subject to Section 16(b) in accordance with Rule 16b-3 as amended,
unless such grant is or will be otherwise exempt from Section 16(b). The
Committee shall thereupon grant options in accordance with such
determinations as evidenced by a written option agreement. Subject to the
express provisions of the Plan, the Committee shall have discretionary
authority to prescribe, amend and rescind rules and regulations relating to
the Plan, to interpret the Plan, to prescribe and amend the terms of the
option agreements (which need not be identical) and to make all other
determinations deemed necessary or advisable for the administration of the
Plan.
(b) Stockholder Approval. All options granted under this Plan are subject to,
and may not be exercised before, the approval of this Plan by the
stockholders prior to the first anniversary date of the Board meeting held
to approve the Plan, by the affirmative vote of the holders of a majority
of the shares of the Bank present, or represented by proxy, and entitled to
vote at a meeting at which a quorum is present, or by written consent in
accordance with the laws of the United States and the State of Texas, as
may be applicable; provided that if such approval by the stockholders of
the Bank is not forthcoming, all options previously granted under this Plan
shall be void.
(c) Limitation on Incentive Stock Options. The aggregate fair market value
(determined in accordance with Section 6.(b) of this Plan at the time the
option is granted) of the Common Stock with respect to which ISOs may be
exercisable for the first time by any Optionee during any calendar year
under all such plans of the Bank and its Affiliates shall not exceed
$100,000.
SECTION 6. Terms and Conditions. Each option granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate.
(a) Option Period. The Committee shall promptly notify the Optionee of the
option grant and a written agreement shall promptly be executed and
delivered by and on behalf of the Bank and the Optionee, provided that the
option grant shall expire if a written agreement is not signed by said
Optionee (or his agent or attorney) and returned to the Bank within 60 days
from date of receipt by the Optionee of such agreement. The date of grant
shall be the date the option is actually granted by the Committee, even
though the written agreement may be executed and delivered by the Bank and
the Optionee after that date. Each option agreement shall specify the
period for which the option thereunder is granted (which in no event shall
exceed ten years from the date of grant) and shall provide that the option
shall expire at the end of such period. If the original term of an option
is less than ten years from the date of grant, the option may be amended
prior to its expiration, with the approval of the Committee and the
Optionee, to extend the term so that the term as amended is not more than
ten years from the date of grant. However, in the case of an ISO granted to
an individual who, at the time of grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Bank or its Affiliate ("Ten Percent Stockholder"), such period shall not
exceed five years from the date of grant.
(b) Option Price. The purchase price of each share of Common Stock subject to
each option granted pursuant to the Plan shall be determined by the
Committee at the time the option is granted and, in the case of ISOs, shall
not be less than 100% of the fair market value of a share of Common Stock
on the date the option is granted, as determined by the Committee. In the
case of an ISO granted to a Ten Percent Stockholder, the option price shall
not be less than 110% of the fair market value of a share of Common Stock
on the date the option is granted. The purchase price of each share of
Common Stock subject to a Nonqualified Option under this Plan shall be
determined by the Committee prior to granting the option. The Committee
shall set the purchase price for each share subject to a Nonqualified
Option at either the fair market value of each share on the date the option
is granted, or at such other price as the Committee in its sole discretion
shall determine.
At the time a determination of the fair market value of a share of Common Stock
is required to be made hereunder, the determination of its fair market value
shall be made by the Committee in such manner as it deems appropriate.
(c) Exercise Period. The Committee may provide in the option agreement that an
option may be exercised in whole, immediately, or is to be exercisable in
increments. However, no portion of any option may be exercisable by an
Optionee prior to the approval of the Plan by the stockholders of the Bank.
(d) Procedure for Exercise. Options shall be exercised by the delivery of
written notice to the Secretary of the Bank setting forth the number of
shares with respect to which the option is being exercised. Such notice
shall be accompanied by (i) cash, cashier's check, bank draft, or postal or
express money order payable to the order of the Bank, (ii) subject to the
approval by the Committee, certificates representing shares of Common Stock
theretofore owned by the Optionee duly endorsed for transfer to the Bank,
or (iii) any combination of the preceding, equal in value to the full
amount of the exercise price. Notice may also be delivered by fax or
telecopy provided that the purchase price of such shares is delivered to
the Bank via wire transfer on the same day the fax is received by the Bank.
The notice shall specify the address to which the certificates for such
shares are to be mailed. An Optionee shall be deemed to be a stockholder
with respect to shares covered by an option on the date the Bank receives
such written notice and such option payment. As promptly as practicable
after receipt of such written notification and payment, the Bank shall
deliver to the Optionee certificates for the number of shares with respect
to which such option has been so exercised, issued in the Optionee's name
or such other name as Optionee directs; provided, however, that such
delivery shall be deemed effected for all purposes when a stock transfer
agent of the Bank shall have deposited such certificates in the United
States mail, addressed to the Optionee at the address specified pursuant to
this Section 6(d).
(e) Termination of Employment. If an Optionee to whom an option is granted
ceases to be employed by the Bank or ceases to serve on the Board for any
reason other than death or disability, any option which is exercisable on
the date of such termination of employment or cessation of serving on the
Board may be exercised during a three month period after such date, but in
no event may the option be exercised after its expiration under the terms
of the option agreement; provided, however, that if an Optionee's
employment or service on the Board is terminated because of the Optionee's
theft or embezzlement from the Bank, disclosure of trade secrets of the
Bank or the commission of a willful, felonious act while in the employment
of the Bank (such reasons shall hereinafter be collectively referred to as
"for cause"), then any option or unexercised portion thereof granted to
said Optionee shall expire upon such termination of employment or cessation
of serving on the Board.
(f) Disability or Death of Optionee. In the event of the determination of
disability or death of an Optionee under the Plan while the Optionee is
employed by the Bank or while the Optionee serves on the Board, the options
previously granted to him may be exercised (to the extent he or she would
have been entitled to do so at the date of the determination of disability
or death) at any time and from time to time, within a one year period after
the date of such determination of disability or death, by the former
employee, the guardian of his estate, the executor or administrator of his
estate or by the person or persons to whom his rights under the option
shall pass by will or the laws of descent and distribution, but in no event
may the option be exercised after its expiration under the terms of the
option agreement. An Optionee shall be deemed to be disabled if, in the
opinion of a physician selected by the Committee, he or she is incapable of
performing services for the Bank of the kind he or she was performing at
the time the disability occurred by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
to be of long, continued and indefinite duration. The date of determination
of disability for purposes hereof shall be the date of such determination
by such physician.
(g) Assignability. An option shall not be assignable or otherwise transferable
except by will or by the laws of descent and distribution. During the
lifetime of an Optionee, an option shall be exercisable only by him or his
authorized legal representative.
(h) Incentive Stock Options. Each option agreement may contain such terms and
provisions as the Committee may determine to be necessary or desirable in
order to qualify an option designated as an ISO.
(i) No Rights as Stockholder. No Optionee shall have any rights as a
stockholder with respect to shares covered by an option until the option is
exercised by the written notice and accompanied by payment as provided in
clause (d) above.
(j) Extraordinary Corporate Transactions. The existence of outstanding options
shall not affect in any way the right or power of the Bank or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges or other changes in the
Bank's capital structure or its business, or any merger or consolidation of
the Bank, or any issuance of Common Stock or other securities or
subscription rights thereto, or any issuance of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock
or the rights thereof, or the dissolution or liquidation of the Bank, or
any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or
otherwise. If the Bank merges, consolidates, sells all of its assets or
dissolves (each of the foregoing a "Fundamental Change"), then thereafter
upon any exercise of an option theretofore granted the Optionee shall be
entitled to purchase under such option, in lieu of the number of shares of
Common Stock as to which option shall then be exercisable, the number and
class of shares of stock and securities to which the Optionee would have
been entitled pursuant to the terms of the Fundamental Change if,
immediately prior to such Fundamental Change, the Optionee had been the
holder of record of the number of shares of Common Stock as to which such
option is then exercisable. If (i) the Bank shall not be the surviving
entity in any merger or consolidation (or survives only as a subsidiary of
another entity), (ii) the Bank sells all or substantially all of its assets
to any other person or entity (other than a wholly-owned subsidiary), (iii)
any person or entity (including a "group" as contemplated by Section
13(d)(3) of the Exchange Act) acquires or gains ownership or control of
(including, without limitation, power to vote) more than 50% of the
outstanding shares of Common Stock, (iv) the Bank is to be dissolved and
liquidated, or (v) as a result of or in connection with a contested
election of directors, the persons who were directors of the Bank before
such election shall cease to constitute a majority of the Board (each such
event in clauses (i) through (v) above is referred to herein as a
"Corporate Change"), the Committee, in its sole discretion, may accelerate
the time at which all or a portion of an Optionee's options may be
exercised for a limited period of time before or after a specified date.
(k) Changes in Bank's Capital Structure. If the outstanding shares of Common
Stock or other securities of the Bank, or both, for which the option is
then exercisable shall at any time be changed or exchanged by declaration
of a stock dividend, stock split, combination of shares, recapitalization,
or reorganization, the number and kind of shares of Common Stock or other
securities which are subject to the Plan or subject to any options
theretofore granted, and the option prices, shall be appropriately and
equitably adjusted so as to maintain the proportionate number of shares or
other securities without changing the aggregate option price.
(l) Acceleration of Options. Except as hereinbefore expressly provided, (i) the
issuance by the Bank of shares of stock or any class of securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Bank
convertible into such shares or other securities, (ii) the payment of a
dividend in property other than Common Stock or (iii) the occurrence of any
similar transaction, and in any case whether or not for fair value, shall
not affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Common Stock subject to options theretofore
granted or the purchase price per share, unless the Committee shall
determine, in its sole discretion, than an adjustment is necessary to
provide equitable treatment to Optionee. Notwithstanding anything to the
contrary contained in this Plan, the Committee may, in its sole discretion,
accelerate the time at which any option may be exercised, including, but
not limited to, upon the occurrence of the events specified in this Section
6.
SECTION 7. Amendments or Termination. The Board may amend, alter or discontinue
the Plan, but no amendment or alteration shall be made which would impair the
rights of any Optionee, without his consent, under any option theretofore
granted, or which, without the approval of the stockholders, would: (i) except
as is provided in Section 6(k) of the Plan, increase the total number of shares
reserved for the purposes of the Plan, (ii) change the class of persons eligible
to participate in the Plan as provided in Section 4 of the Plan, (iii) extend
the applicable maximum option period provided for in Section 6(a) of the Plan,
(iv) extend the expiration date of this Plan set forth in Section 14 of the
Plan, (v) except as provided in Section 6(k) of the Plan, decrease to any extent
the option price of any option granted under the Plan or (vi) withdraw the
administration of the Plan from the Committee.
SECTION 8. Compliance With Other Laws and Regulations . The Plan, the grant and
exercise of options thereunder, and the obligation of the Bank to sell and
deliver shares under such options, shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any governmental
or regulatory agency as may be required. The Bank shall not be required to issue
or deliver any certificates for shares of Common Stock prior to the completion
of any registration or qualification of such shares under any federal or state
law or issuance of any ruling or regulation of any government body which the
Bank shall, in its sole discretion, determine to be necessary or advisable. Any
adjustments provided for in Sections 6(j), 6(k) and 6(l) shall be subject to any
shareholder action required by Texas or federal law.
SECTION 9. Purchase for Investment. Unless the options and shares of Common
Stock covered by this Plan have been registered under the Securities Act of
1933, as amended, or the Bank has determined that such registration is
unnecessary, each person exercising an option under this Plan may be required by
the Bank to give a representation in writing that he or she is acquiring such
shares for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.
SECTION 10. Taxes.
(a) The Bank may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with
any options granted under this Plan.
(b) Notwithstanding the terms of Section 10(a), any Optionee may pay all or any
portion of the taxes required to be withheld by the Bank or paid by him or
her in connection with the exercise of a Nonqualified Option by electing to
have the Bank withhold shares of Common Stock, or by delivering previously
owned shares of Common Stock, having a fair market value, determined in
accordance with Section 6(b), equal to the amount required to be withheld
or paid; provided, however, that, if the Optionee is subject to Section 16,
such tax withholding or delivery right was specifically pre-approved by the
Committee as a feature of the option or is otherwise approved in accordance
with Rule 16b-3. An Optionee must make the foregoing election on or before
the date that the amount of tax to be withheld is determined.
SECTION 11. Replacement of Options. The Committee from time to time may permit
an Optionee under the Plan to surrender for cancellation any unexercised
outstanding option and receive from the Bank in exchange an option for such
number of shares of Common Stock as may be designated by the Committee. The
Committee may, with the consent of the person entitled to exercise any
outstanding option, amend such option, including reducing the exercise price of
any option to not less than the fair market value of the Common Stock at the
time of the amendment and extending the term thereof.
SECTION 12. No Right to Bank Employment or Directorship. Nothing in this Plan or
as a result of any option granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Bank or to continue to
serve on the Board or interfere in any way with the right of the Bank to
terminate an individual's employment at any time. The option agreements may
contain such provisions as the Committee may approve with reference to the
effect of approved leaves of absence.
SECTION 13. Liability of Bank. The Bank and any Affiliate which is in existence
or hereafter comes into existence shall not be liable to an Optionee or other
persons as to:
(a) Non-Issuance of Shares. The non-issuance or sale of shares as to which the
Bank has been unable to obtain from any regulatory body having jurisdiction
the authority deemed by the Bank's counsel to be necessary to the lawful
issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence expected, but not realized, by any
Optionee or other person due to the exercise of any option granted
hereunder.
SECTION 14. Effectiveness and Expiration of Plan. The Plan shall be effective on
the date the Board adopts the Plan. If the stockholders of the Bank fail to
approve the Plan within twelve months of the date the Board approved the Plan,
the Plan shall terminate and all options previously granted under the Plan shall
become void and of no effect. The Plan shall expire ten years after the date the
Board approves the Plan and thereafter no option shall be granted pursuant to
the Plan.
SECTION 15. Non-Exclusivity of the Plan. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Bank for approval shall be
construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including without
limitation, the granting of restricted stock or stock options otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.
SECTION 16. Governing Law. This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the State of Texas and
applicable federal law.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing
by directors of the Bank, Bank of Tanglewood, National Association, has caused
these presents to be duly executed in its name and behalf by its proper officers
thereunto duly authorized as of this 14th day of November, 1996.
BANK OF TANGLEWOOD,
NATIONAL ASSOCIATION
By: /s/ James L. Tidwell, Jr.
-----------------------------------
Name: James L. Tidwell, Jr.
----------------------------------
Title: Executive Vice President
----------------------------------
ATTEST:
/s/Sheryl Barringer
-----------------------
FIRST AMENDMENT TO THE
BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
1996 STOCK OPTION PLAN
W I T N E S S E T H:
WHEREAS, Bank of Tanglewood, N.A. (the "Bank") presently maintains the
Bank of Tanglewood, National Association 1996 Stock Option Plan (the "Plan");
and WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to amend
the Plan from time to time subject to certain limitations.
NOW, THEREFORE, in order to increase the number of shares of common
stock, $5.00 par value, of the Bank ("Common Stock") reserved for issuance
pursuant to the exercise of options under the Plan, the Plan is hereby amended
in the following manner:
1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:
SECTION 3. Stock Reserved for the Plan. Subject to adjustment
as provided in Section 6 hereof, the aggregate number of shares of
Common Stock that may be optioned under the Plan is 110,000. The shares
subject to the Plan shall consist of authorized but unissued shares of
Common Stock and such number of shares shall be and is hereby reserved
for sale for such purpose. Any of such shares which may remain unsold
and which are not subject to outstanding options at the termination of
the Plan shall cease to be reserved for the purpose of the Plan, but
until termination of the Plan or the termination of the last of the
options granted under the Plan, whichever last occurs, the Bank shall
at all times reserve a sufficient number of shares to meet the
requirements of the Plan. Should any option expire or be canceled prior
to its exercise in full, the shares theretofore subject to such option
may again be made subject to an option under the Plan.
2. This First Amendment to the Plan was approved by the Board on the
18th day of February, 1998.
IN WITNESS WHEREOF, the Bank has executed this First Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 22nd day
of April, 1998.
BANK OF TANGLEWOOD,
NATIONAL ASSOCIATION
By: /s/ James L. Tidwell, Jr.
----------------------------------
Name: James L. Tidwell, Jr.
---------------------------------
Title: Executive Vice President
--------------------------------
SECOND AMENDMENT TO THE
BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
1996 STOCK OPTION PLAN
W I T N E S S E T H:
WHEREAS, Bank of Tanglewood, N.A. (the "Bank") presently maintains the
Bank of Tanglewood, National Association 1996 Stock Option Plan, as amended (the
"Plan"); and
WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to
amend the Plan from time to time subject to certain limitations.
NOW, THEREFORE, in order to increase the number of shares of common
stock, $5.00 par value, of the Bank ("Common Stock") reserved for issuance
pursuant to the exercise of options under the Plan, the Plan is hereby amended
in the following manner:
1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:
SECTION 3. Stock Reserved for the Plan. Subject to adjustment
as provided in Section 6 hereof, the aggregate number of shares of
Common Stock that may be optioned under the Plan is 150,000. The shares
subject to the Plan shall consist of authorized but unissued shares of
Common Stock and such number of shares shall be and is hereby reserved
for sale for such purpose. Any of such shares which may remain unsold
and which are not subject to outstanding options at the termination of
the Plan shall cease to be reserved for the purpose of the Plan, but
until termination of the Plan or the termination of the last of the
options granted under the Plan, whichever last occurs, the Bank shall
at all times reserve a sufficient number of shares to meet the
requirements of the Plan. Should any option expire or be canceled prior
to its exercise in full, the shares theretofore subject to such option
may again be made subject to an option under the Plan.
2. This Second Amendment to the Plan was approved by the Board on the
23rd day of September, 1998.
IN WITNESS WHEREOF, the Bank has executed this Second Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 17th day
of November, 1998.
BANK OF TANGLEWOOD,
NATIONAL ASSOCIATION
By: /s/ James L. Tidwell, Jr.
----------------------------------
Name: James L. Tidwell, Jr.
---------------------------------
Title: Executive Vice President
--------------------------------
THIRD AMENDMENT TO THE
BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
1996 STOCK OPTION PLAN
W I T N E S S E T H:
WHEREAS, Bank of Tanglewood, National Association (the "Bank") presently
maintains the Bank of Tanglewood, National Association 1996 Stock Option Plan
(the "Plan"); and
WHEREAS, the Board of Directors of the Bank (the "Board"), pursuant to
Section 7 of the Plan, has the right to amend the Plan from time to time subject
to certain limitations.
NOW, THEREFORE, in order to make certain changes to the Plan desired by the
Board, the Plan is hereby amended in the following manner:
1. Effective as of the date this amendment is approved by the Board,
Section 6(j) is hereby amended in its entirety to read as follows:
(j) Extraordinary Corporate Transactions. The existence of outstanding
options shall not affect in any way the right or power of the Bank or
its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges or other changes in the
Bank's capital structure or its business, or any merger or
consolidation of the Bank, or any issuance of Common Stock or other
securities or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or the rights thereof, or the dissolution or
liquidation of the Bank, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. If the Bank merges,
consolidates, sells all of its assets or dissolves (each of the
foregoing a "Fundamental Change"), then thereafter upon any exercise of
an option theretofore granted the Optionee shall be entitled to
purchase under such option, in lieu of the number of shares of Common
Stock as to which option shall then be exercisable, the number and
class of shares of stock and securities to which the Optionee would
have been entitled pursuant to the terms of the Fundamental Change if,
immediately prior to such Fundamental Change, the Optionee had been the
holder of record of the number of shares of Common Stock as to which
such option is then exercisable. If (i) the Bank shall not be the
surviving entity in any merger or consolidation (or survives only as a
subsidiary of another entity), (ii) the Bank sells all or substantially
all of its assets to any other person or entity (other than a
wholly-owned subsidiary), (iii) any person or entity (including a
"group" as contemplated by Section 13(d)(3) of the Exchange Act)
acquires or gains ownership or control of (including, without
limitation, power to vote) more than 50% of the outstanding shares of
Common Stock, (iv) the Bank is to be dissolved and liquidated, or (v)
as a result of or in connection with a contested election of directors,
the persons who were directors of the Bank before such election shall
cease to constitute a majority of the Board (each such event in clauses
(i) through (v) above is referred to herein as a "Corporate Change"),
all options granted hereunder shall become fully exercisable.
2. This Third Amendment to the Plan was approved by the Board on
October 20, 1999.
IN WITNESS WHEREOF, the Bank has executed this Third Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 20th day
of October, 1999.
BANK OF TANGLEWOOD,
NATIONAL ASSOCIATION
By: /s/ James L. Tidwell, Jr.
---------------------------------
Name: James L. Tidwell, Jr.
--------------------------------
Title: Executive Vice President
-------------------------------
FOURTH AMENDMENT TO THE
BANK OF TANGLEWOOD, NATIONAL ASSOCIATION
1996 STOCK OPTION PLAN
W I T N E S S E T H:
WHEREAS, Bank of Tanglewood, National Association (the "Bank") presently
maintains the Bank of Tanglewood, National Association 1996 Stock Option Plan,
as amended (the "Plan"); and
WHEREAS, the Bank, pursuant to Section 7 of the Plan, has the right to
amend the Plan from time to time subject to certain limitations.
NOW, THEREFORE, in order to increase the number of shares of common stock,
$5.00 par value, of the Bank ("Common Stock") reserved for issuance pursuant to
the exercise of options under the Plan, the Plan is hereby amended in the
following manner:
1. Effective as of the date this amendment is approved by the Board of
Directors of the Bank (the "Board"), Section 3 is hereby amended in its entirety
to read as follows:
(j) Stock Reserved for the Plan. Subject to adjustment as
provided in Section 6 hereof, the aggregate number of shares of Common
Stock that may be optioned under the Plan is 173,000. The shares
subject to the Plan shall consist of authorized but unissued shares of
Common Stock and such number of shares shall be and is hereby reserved
for sale for such purpose. Any of such shares which may remain unsold
and which are not subject to outstanding options at the termination of
the Plan or the termination of the last of the options granted under
the Plan, whichever last occurs, the Bank shall at all times reserve a
sufficient number of shares to meet the requirements of the Plan.
Should any option expire or be canceled prior to its exercise in full,
the shares theretofore subject to such option may again be made subject
to an option under the Plan.
2. This Fourth Amendment to the Plan was approved by the Board on the
18th day of October, 2000.
IN WITNESS WHEREOF, the Bank has executed this Fourth Amendment to the
Bank of Tanglewood, National Association 1996 Stock Option Plan on this 10th day
of November, 2000.
BANK OF TANGLEWOOD,
NATIONAL ASSOCIATION
By: /s/ James L. Tidwell, Jr.
----------------------------------
Name: James L. Tidwell, Jr.
---------------------------------
Title: Executive Vice President
--------------------------------
EXHIBIT 5.0
OPINION & CONSENT OF FREDERIC DORWART, LAWYERS
Frederic Dorwart, Lawyers
124 E. 4th Street
Tulsa, Oklahoma 74103
October 25, 2002
BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74172
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 292,225 shares of your common stock.
As your counsel in connection with these transactions, we have examined the
proceedings taken and proposed to be taken in connection with the issue in sale
of the shares.
It is our opinion that the shares, when issued as described in the Registration
Statement, will be legally and validly issued, fully paid, and non- assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof and any
amendment thereto.
Sincerely,
/s/ FREDERIC DORWART
---------------------------------
Frederic Dorwart
EXHIBIT 23.0
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the Bank of Tanglewood, National Association 1996 Stock Option
Plan dated October 28, 2002, of our report dated January 23, 2002 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, 2001, filed with the Securities and Exchange Commission.
October 25, 2002
Tulsa, Oklahoma
/s/ ERNST & YOUNG, LLP
EXHIBIT 23.1
CONSENT OF FREDERIC DORWART, LAWYERS
(Included in Exhibit 5.0: Opinion & Consent of Frederic Dorwart, Lawyers)
-EXHIBIT 24.0
POWER OF ATTORNEY
(included on the first signature page to this Registration Statement)