As filed with the Securities and Exchange Commission on June 22, 2006
Registration No. 333-106531
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Bank of Oklahoma Tower
Tulsa, Oklahoma 74172
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated
BOK Financial Corporation
2003 Stock Option Plan
(Full title of the Plan)
Tamara R. Wagman
Frederic Dorwart, Lawyers
124 E. 4th Street
Tulsa, Oklahoma 74103
Name and Address of Agent For Service)
(918) 583-9922
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock, par value $.0006 per share (the 3,500,000 $48.08(2) $168,280,000 $18,005.96
"Common Stock")
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(1) The number of shares of Common Stock stated above consists of the aggregate
number of additional shares not previously registered upon the exercise of
options that may hereafter be granted under the Amended and Restated 2003 BOK
Financial Stock Option Plan (the "Plan"). The maximum number of shares that may
be sold upon the exercise of such options granted under the Plan is subject to
adjustment in accordance with certain anti-dilution and other provisions of the
Plan. Accordingly, pursuant to Rule 416 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement covers, in
addition to the number of shares stated above, an indeterminate number of shares
that may be subject to grant or otherwise issuable after the operation of any
such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the Securities Act based on the
average of the high and low sale prices per share of the Common Stock on the
Nasdaq National Market on May 26, 2006.
REGISTRATION OF ADDITIONAL SECURIITES
This Post-Effective Amendment No. 1 to the Registration Statement hereby
registers 3,500,000 additional shares of Common Stock pursuant to the Plan. A
Registration Statement on Form S-8 (No. 333-106531) registering 2,000,000 shares
of Common Stock under the Plan was filed with the Commission on June 26, 2003
(the "Registration Statement"). Pursuant to General Instruction E of Form S-8,
the contents of the above-listed Registration Statement, as amended, are hereby
incorporated herein by reference and the information required by Part II is
omitted, except for Items 3 and 8 which are updated as follows:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K, as subsequently amended on
Form 10-K/A on June 8, 2006, for the fiscal year ended December 31, 2005
("Fiscal 2005");
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2006;
3. All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange act of 1934, as amended (the "Exchange
Act"), since the end of Fiscal 2005; and
4. The descriptions of the Registrant's Common Stock that are contained in
the Registration Statements filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement on Form S-8 and prior to such time as the Registrant
files a post-effective amendment to this Registration Statement on Form S-8 that
indicates that all securities offered hereby have been sold, or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such reports and 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 in any subsequently-filed document that also is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits
The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
Exhibit No. Description
-------------- ------------------------------------------------------------
4.4 Amended and Restated 2003 BOK Financial Corporation Stock
Option Plan (filed on Form DEF 14A on March 22, 2006)
5.1 Opinion of Frederic Dorwart, Lawyers*
23.1 Consent of Frederic Dorwart, Lawyers (included in Exhibit 5.1)*
23.2 Consent of Ernst & Young L.L.P. *
* Filed herewith
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 this Post-Effective Amendment No. 1 to Registration
Statement 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 Town
of Tulsa, State of Oklahoma, on this 19th day of June, 2006.
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, as amended,
this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has
been signed by the following persons pursuant to the Power of Attorney granted
to Mr. George B. Kaiser on June 24, 2003, including the power to file
post-effective amendments:
Signature Title Date
/s/ George B. Kaiser Chairman of the Board June 19, 2006
--------------------------
George B. Kaiser
/s/ Stanley A. Lybarger President, Chief Executive Officer June 19, 2006
-------------------------- and Director
Stanley A. Lybarger
/s/ Steven E. Nell Executive Vice President and June 19, 2006
-------------------------- Chief Financial Officer
Steven E. Nell
/s/ John C. Morrow Senior Vice President and Director June 19, 2006
-------------------------- of Financial Accounting and Reporting
John C. Morrow
/s/ POA C. Fred Ball, Jr. Director June 19, 2006
--------------------------
C. Fred Ball, Jr.
/s/ POA Sharon J. Bell Director June 19, 2006
--------------------------
Sharon J. Bell
/s/ POA Peter Boylan, III Director June 19, 2006
--------------------------
Peter Boylan, III
/s/ POA Robert G. Greer Director June 19, 2006
--------------------------
Robert G. Greer
/s/ POA David F. Griffin Director June 19, 2006
--------------------------
David F. Griffin
/s/ POA V. Burns Hargis Director June 19, 2006
--------------------------
V. Burns Hargis
/s/POA E. Carey Joullian,IV Director June 19, 2006
--------------------------
E. Carey Joullian, IV
/s/ POA David L. Kyle Director June 19, 2006
--------------------------
David L. Kyle
/s/ POA Robert J. LaFortune Director June 19, 2006
--------------------------
Robert J. LaFortune
/s/ POA Steven J. Malcolm Director June 19, 2006
--------------------------
Steven J. Malcolm
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 19, 2006.
AMENDED AND RESTATED
BOK FINANCIAL CORPORATION
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
INDEX TO EXHIBITS
Exhibit No. Description
--------------- ---------------------------------------------------------------
4.4 Amended and Restated 2003 BOK Financial Corporation Stock
Option Plan (filed on Form DEF 14A on March 22, 2006)
5.1 Opinion of Frederic Dorwart, Lawyers*
23.1 Consent of Frederic Dorwart, Lawyers (included in Exhibit 5.1)*
23.2 Consent of Ernst & Young L.L.P. *
* Filed herewith
Exhibit 5.1
June 19, 2006
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 Amended and Restated 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 Post-Effective Amendment No. 1 to the Registration Statement being
filed on or about May 31, 2006 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 Amended and Restated BOK Financial
Corporation 2003 Stock Option Plan. I have reviewed Post-Effective Amendment No.
1 to the 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 Amended and Restated
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
23.1
Consent of Frederic Dorwart, Lawyers
Included in the Opinion Filed as Exhibit 5.1
23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-106531) pertaining to the BOK Financial Corporation 2003 Stock
Option Plan of our reports dated March 10, 2006, with respect to the
consolidated financial statements of BOK Financial Corporation included in its
Annual Report (Form 10-K) as subsequently amended by Form 10-K/A on June 8,
2006, for the fiscal year ended December 31, 2005, BOK Financial Corporation
management's assessment of the effectiveness of internal control over financial
reporting, and the effectiveness of internal control over financial reporting of
BOK Financial Corporation, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Tulsa, Oklahoma
June 19, 2006