-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fat+qONalPXv4plY/sifGuB+NvXhR3HSIvGZj2csyZfjFGV6tIFZhSanOAHtPdN4 fcO2XVOzX+Bx6ur6T1ThFw== 0000930661-00-000483.txt : 20000308 0000930661-00-000483.hdr.sgml : 20000308 ACCESSION NUMBER: 0000930661-00-000483 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000307 EFFECTIVENESS DATE: 20000307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCFIRST CORP /OK/ CENTRAL INDEX KEY: 0000760498 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731221379 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31886 FILM NUMBER: 562706 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 BUSINESS PHONE: 4052701000 MAIL ADDRESS: STREET 1: 101 NORTH BROADWAY STREET 2: STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 FORMER COMPANY: FORMER CONFORMED NAME: UNITED COMMUNITY CORP DATE OF NAME CHANGE: 19890401 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 7, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANCFIRST CORPORATION (Exact name of Registrant as specified in its charter) OKLAHOMA (State or other jurisdiction of incorporation or organization) 6022 73-1221379 (Primary Standard Industrial (I.R.S. Employer Identification No.) Classification Code Number) 101 North Broadway Oklahoma City, Oklahoma 73102 (405) 270-1086 (Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices) BancFirst Corporation Non-Employee Directors' Stock Option Plan BancFirst Corporation Directors' Deferred Stock Compensation Plan (Full titles of the plans) David E. Rainbolt President and Chief Executive Officer BancFirst Corporation 101 North Broadway, Suite 800 Oklahoma City, Oklahoma 73102 (405) 270-1086 (Name, address, including zip code, and telephone number, including area code, of agents for service) COPIES TO: JEANETTE C. TIMMONS, ESQ. Day Edwards Federman Propester & Christensen, P.C. 210 Park Avenue, Suite 2900 Oklahoma City, Oklahoma 73102 (405) 239-2121 CALCULATION OF REGISTRATION FEE
Amount to be Proposed Maximum Proposed Maximum Amount of Title of Each Class of Securities Registered (1) Offering Price Aggregate Registration Fee (4) to be registered per Share Offering Price Common Stock, $1.00 par value per share 75,000 (2) $2,365,790 (2) $625 - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $1.00 par value per share 20,000 (3) 558,117 (3) $147 - ------------------------------------------------------------------------------------------------------------------------------------ Total 95,000 $2,923,907 $772 ====== ========== ==== ====================================================================================================================================
(1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. (2) The number of shares of common stock, par value $1.00 per share ("Common Stock"), stated above consists of (a) the aggregate number of shares of Common Stock which may be sold upon the exercise of options which have been previously granted under the BancFirst Corporation Non-Employee Directors' Stock Option Plan, as well as (b) the aggregate number of shares of Common Stock which may be sold upon the exercise of options which may hereafter be granted under such plan. The calculation of the proposed maximum offering price, made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act of 1933, as amended, was computed as follows: (i) in the case of shares of Common Stock which may be purchased upon exercise of outstanding options, the fee is calculated on the basis of the price at which the options may be exercised; and (ii) in the case of shares of Common Stock for which options have not yet been granted and the option price of which is therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the Common Stock on the Nasdaq National Market on March 1, 2000 ($27.594). (3) The number of shares of Common Stock stated above consists of (a) the aggregate number of shares of Common Stock which may be distributed in settlement of Stock Units which have been previously granted under the BancFirst Corporation Directors' Deferred Stock Compensation Plan, as well as (b) the aggregate number of shares of Common Stock which may be distributed in settlement of Stock Units which may hereafter be granted under such plan. The calculation of the proposed maximum offering price, made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act of 1933, as amended, was computed as follows: (i) in the case of shares of Common Stock which may be distributed in respect of Stock Units which have previously been granted, the fee is calculated on the basis of the price of the Common Stock on the date at which the Stock Unit was granted; and (ii) in the case of shares of Common Stock which may be distributed in respect of Stock Units which have not yet been granted and the price of which is therefore unknown, the fee is calculated on the basis of the average of the high and low sale prices per share of the Common Stock on the Nasdaq National Market on March 1, 2000 ($27.594). (4) The registration fee was calculated pursuant to Rule 457(h) and Section 6(b) of the Securities Act of 1933, as $264 per $1 million. INTRODUCTION This Registration Statement on Form S-8 is filed by BancFirst Corporation, an Oklahoma corporation (the "Company," BancFirst or the "Registrant"), relating to an aggregate 95,000 shares of its common stock, par value $1.00 per share (the "Common Stock") issuable to eligible directors of the Company under the BancFirst Corporation Non-employee Directors' Stock Option Plan and the BancFirst Corporation Directors' Deferred Stock Compensation Plan (collectively, the "Plans"). PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which previously have been filed by the Company with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof: (i) The Company's latest Annual Report on Form 10-K for the fiscal year ended December 31, 1998; (ii) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (i) above; and (iii) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8A/A (Registration No. 000-14384), filed with the Commission on July 24, 1998, including any amendment or report filed for the purpose of updating such description. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-2 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 1006(B)(7) of the General Corporation Act of the State of Oklahoma (the "OGCA") authorizes a corporation in its certificate of incorporation to eliminate or limit the personal liability of members of its board of directors to the corporation or its stockholders for monetary damages for violations of a director's fiduciary duty of care, including acts constituting gross negligence. Such a provision would have no effect on the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. In addition, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty to the corporation or its shareholders, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying an unlawful dividend or approving an illegal stock repurchase, or executing any transaction from which the director obtained an improper personal benefit. Section 1031 of the OGCA empowers a corporation to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to actions or suits by or in the right of the corporation, such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit. Further, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Additionally, a corporation is required to indemnify its directors and officers against expenses to the extent that such directors or officers have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein. An indemnification can be made by the corporation only upon a determination made in the manner prescribed by the statute that indemnification is proper in the circumstances because the party seeking indemnification has met the applicable standard of conduct as set forth in the OGCA. The indemnification provided by the OGCA shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. A corporation also has the power to purchase and maintain insurance on behalf of any person covering any liability incurred by such person in his capacity as a director, officer, employee or agent of the corporation, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. The indemnification provided by the OGCA shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. II-3 The Company's Charter and Bylaw Provisions The Company's Amended and Restated Certificate of Incorporation (i) limits its directors' liability for monetary damages to the Company and its shareholders for breach of fiduciary duty except under the circumstances outlined in Section 1006(B)(7) of the OGCA as described above, (ii) provides for elimination or limitation of liability to the fullest extent permitted should the OGCA be amended to authorize corporation action further eliminating or limiting the personal liability of directors and (iii) provides for indemnification to the fullest extent permitted by Section 1031 of the OGCA. Other Arrangements The Company maintains a directors' and officers' liability insurance policy insuring its directors and officers against certain liabilities and expenses incurred by them in their capacities as such and insuring the Company, under certain circumstances, in the event that indemnification payments are made by the Company to such directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith: Exhibit Number Name of Exhibit ------ --------------- 4.3 BancFirst Corporation Non-employee Directors' Stock Option Plan. 4.4 BancFirst Corporation Directors' Deferred Stock Compensation Plan. 5.1 Opinion of Day, Edwards, Federman, Propester & Christensen, P.C. as to the legality of the BancFirst Common Stock. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Day Edwards Federman Propester & Christensen, P.C. (included in Exhibit 5.1). 24.1 Power of Attorney (contained on signature page hereto). Item 9. Undertakings. (1) The undersigned Registrant hereby undertakes: (a) 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 II-4 dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and 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; (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 (1)(a)(i) and (1)(a)(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 by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (b) 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. (c) 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. (2) 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 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. (3) 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 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 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 Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, BancFirst Corporation 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 Oklahoma City, and State of Oklahoma, on the 24th day of February, 2000. BANCFIRST CORPORATION By: /s/ David E. Rainbolt ------------------------ David E. Rainbolt President and Chief Executive Officer POWER OF ATTORNEY The officers and directors of BancFirst Corporation whose signature appears below, hereby constitute and appoint David E. Rainbolt, Joe T. Shockley, Jr. and Randy P. Foraker, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this registration statement, and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 24, 2000. /s/ H.E. Rainbolt /s/ David E. Rainbolt - ------------------------- --------------------------- H. E. Rainbolt, David E. Rainbolt, Chairman of the Board President, Chief Executive Officer (Principal Executive Officer) and Director (Principal Executive Officer) /s/ Marion C. Bauman /s/ C. L. Craig, Jr. - ------------------------- -------------------------- Marion C. Bauman, C. L. Craig, Director Director /s/ James R. Daniel /s/ K. Gordon Greer - ------------------------- -------------------------- James R. Daniel, K. Gordon Greer, Vice Chairman of the Board Vice Chairman of the Board (Principal Executive Officer) (Principal Executive Officer) /s/ Robert A. Gregory /s/ John C. Hugon - ------------------------- -------------------------- Robert A. Gregory, John C. Hugon, Vice Chairman of the Board Director (Principal Executive Officer) /s/ J. R. Hutchens, Jr. /s/ William O. Johnstone - ------------------------- -------------------------- J. R. Hutchens, Jr., William O. Johnstone, Director Vice Chairman of the Board (Principal Executive Officer) /s/ J. Ralph McCalmont /s/ Tom H. McCasland, Jr. - ------------------------- -------------------------- J. Ralph McCalmont, Tom H. McCasland, Jr., Vice Chairman of the Board Director (Principal Executive Officer) II-6 /s/ Melvin Moran /s/ Paul B. Odom, Jr. - ------------------------- ------------------------- Melvin Moran, Paul B. Odom, Jr., Director Director /s/ Joe T. Shockley, Jr. /s/ Randy P. Foraker - ------------------------- ------------------------- Joe T. Shockley, Jr. Randy P. Foraker Executive Vice President, Chief Senior Vice President, Controller Financial Officer and Director and Treasurer (Principal Financial Officer) (Principal Accounting Officer) II-7 EX-4.3 2 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN EXHIBIT 4.3 BANCFIRST CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1. PURPOSE. The BancFirst Corporation Non-Employee Directors' Stock Option ------- Plan (the "Plan") is intended as an incentive and to encourage stock ownership by the non-employee directors of BancFirst Corporation (the "Corporation") in order to increase their proprietary interest in the Corporation's success. 2. DEFINITIONS. As used herein, the following terms shall have the ----------- corresponding meanings: 2.1. "Committee" shall mean the Board of Directors of the Corporation, or a duly constituted committee of the Board consisting of three or more members, at least a majority of which shall be "Non-Employee Directors" as such term is used in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2.2 "Common Stock" shall mean the common stock, par value $1.00 per share, of the Corporation. 2.3. "Date of Grant" shall mean the date of grant of a Stock Option granted hereunder as set forth in the Stock Option Agreement. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan. 2.4. "Non-Employee Director" shall mean a person that is an elected or appointed member of the board of directors of a corporation, who is not a common-law employee of the corporation. The determination of whether or not a person is a Non-Employee of the Corporation with respect to the grant or exercise of a Stock Option shall be made in accordance with the rule of Income Tax Regulation Section 1.421-7(h) (or successor regulation). 2.5. "Fair Market Value" shall mean, with respect to the exercise of an option under the Plan, (a) if the Common Stock is listed on a national securities exchange or the NASDAQ National Market System, the closing price of the Common Stock for the business day immediately preceding the day for which the determination is being made, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on NASDAQ for the business day immediately preceding the day for which the determination is being made, or (c) if the Common Stock is not then listed on any exchange or quoted on NASDAQ, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors. 2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not intended to qualify for tax treatment as an "incentive stock option" under Section 422 of the Code. 2.7. "Option Exercise Price" shall mean the price paid for Shares upon the exercise of a Stock Option granted hereunder. 2.8. "Optionee" shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan. 2.9. "Stock Option" shall mean a stock option giving an Optionee the right to purchase shares of the Corporation's Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options. 3. ADMINISTRATION. -------------- 3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein, the Committee shall administer the Plan, determine the method of payment upon exercise of each Stock Option, determine all other terms of Stock Options granted hereunder and interpret, construe and implement the provisions of the Plan. All questions of interpretation of the Plan or any Stock Option granted under the Plan shall be determined by the Committee, and such decisions shall be binding upon all persons having an interest in the Plan and/or any Stock Option. No member of the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's Certificate of Incorporation, or as otherwise permitted by law. 3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible participants who are subject to Section 16(b) of the Exchange Act, the Plan shall be administered in compliance with the requirements of Rule 16b-3. 3.3 SECTION 162(M) COMPLIANCE. In the event the Corporation is a "publicly held corporation" as defined in paragraph (2) of section 162(m) of the Code, as amended by the Revenue Reconciliation Act of 1993 (P.L. 103-66), and the regulations promulgated thereunder ("Section 162(m)"), the Corporation shall establish a committee of outside directors meeting the requirements of Section 162(m) to approve the grant of Stock Options which might reasonably be anticipated to result in the payment of employee remuneration that would 2 otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m). 4. ELIGIBILITY. The individuals who shall be eligible to participate in the ----------- Plan shall be such Non-Employee Directors of the Corporation, or of any corporation ("Subsidiary") in which the Corporation has proprietary interest by reason of stock ownership or otherwise, including any corporation in which the Corporation acquires a proprietary interest after the adoption of this Plan (but only if the Corporation owns, directly or indirectly, stock possessing not less than 50% of the total combined voting power of all classes of stock in the corporation), as the Committee shall determine from time to time. 5. STOCK. The stock subject to Stock Options and other provisions of the Plan ----- shall be shares of the Corporation's authorized but unissued Common Stock or treasury stock, as determined by the Committee. Subject to adjustment in accordance with the provisions of Subparagraph 6.7 hereof, the total number of shares of Common Stock of the Corporation on which Stock Options may be granted under the Plan shall not exceed in the aggregate 75,000 shares. In the event that any outstanding Stock Option under the Plan for any reason expires or is terminated prior to the end of the period during which Stock Options may be granted, the shares of the Common Stock allocable to the unexercised portion of such Stock Option may again be subject to a Stock Option under the Plan. 6. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant to ------------------------------------- the Plan shall be evidenced by agreements in such form as the Committee shall, from time to time, approve. Agreements shall comply with and be subject to the following terms and conditions: 6.1 MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be payable in United States Dollars upon the exercise of the Stock Option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation, unless otherwise determined by the Committee. 6.2 NUMBER OF SHARES. Each Non-Employee Director shall be granted a Stock Option for 5,000 shares. 6.3 OPTION EXERCISE PRICE. The Option Exercise Price shall be equal to the Fair Market Value of the Common Stock on the Date of Grant. 6.4 TERM OF STOCK OPTIONS. Any Stock Option granted must be exercised within fifteen (15) years of the date of such grant. 3 6.5 DATE OF EXERCISE. Unless otherwise determined by the Committee at the time of granting a Stock Option, Stock Options shall be exercisable at the rate set forth below beginning one year from the Date of Grant. After becoming exercisable, the Stock Option may be exercised at any time and from time to time in whole or in part until termination of the Stock Option as set forth in Sections 6.4 or 6.6. Cumulative Elapsed Years from Percent Percent Date of Grant of Shares of Shares ------------- --------- --------- less than 1 year 0% 0% 1 to 2 years 25% 25% 2 to 3 years 25% 50% 3 to 4 years 25% 75% more than 4 years 25% 100% 6.6 TERMINATION OF BOARD SERVICE. In the event that an Optionee's service on the board of directors of the Corporation shall terminate, his Stock Option whether or not then exercisable shall terminate immediately; provided, however, that if the termination is not as a result of embezzlement, theft or other violation of the law, the Optionee shall have the right to exercise his option (to the extent exercisable at the time of termination) at any time within 30 days after such termination; provided, further, that if the Optionee shall die while in service on the board of directors of the Corporation or within the period of time after termination of service during which he was entitled to exercise his option as hereinabove provided, his estate, personal representative, or beneficiary shall have the right to exercise his Stock Option (to the extent exercisable at the date of death) at any time within twelve (12) months from the date of his death. 6.7 RECAPITALIZATION. The aggregate number of shares of Common Stock on which Stock Options may be granted to persons participating under the Plan, the number of shares thereof covered by each outstanding Stock Option, and the price per share thereof in each such Stock Option, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Corporation resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Corporation; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In the event of a change in the Corporation's Common Stock which is limited to a change in the designation thereof to "Capital 4 Stock" or other similar designation, or a change in the par value thereof, or from par value to no par value, without increase in the number of issued shares, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan. 6.8 REORGANIZATION OF CORPORATION. Subject to any required action by the stockholders, if the Corporation shall be the surviving or resulting corporation in any merger or consolidation which does not result in change of control of the Corporation, any Stock Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Option would have been entitled. In the event of a dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving or resulting corporation or which results in a change in control of the Corporation, or a tender or exchange offer which results in a change in control of the Corporation, the Committee shall determine: (i) whether all or any part of the unexercisable portion (as set forth in section 6.5) of any Stock Option outstanding under the Plan shall terminate; (ii) whether the Stock Options shall become immediately exercisable; or (iii) whether such Stock Options may be exchanged for options covering securities of any such surviving or resulting corporation, subject to the agreement of any such surviving or resulting corporation, on terms and conditions substantially similar to a Stock Option hereunder. 6.9 ASSIGNABILITY. Except as provided in this Section, no Stock Option shall be assignable or transferable except as follows: (a) by will or by the laws of descent and distribution. (b) for the purpose of making a charitable gift. (c) to the Optionee as trustee of a revocable trust which allows the Optionee to amend or revoke the trust at any time. If the Optionee relinquishes his power to amend or revoke the trust or appoints a trustee other than the Optionee, the Optionee shall withdraw the Stock Option from the trust prior to the relinquishment of such power or appointment and revest title to the Stock Option in the Optionee's individual name. If the trust becomes irrevocable due to the death of the Optionee, the successor trustee shall have the same power to exercise the Stock Option under Section 6.6 as the personal representative. If there is a successor trustee under the trust due to the incapacity of the Optionee, the date of incapacity shall be treated as termination of employment under Section 6.6, and the 5 successor trustee shall have the same right to exercise the option as the Optionee has under Section 6.6. The trustee or any successor trustee shall be bound by all the terms and conditions of the Plan and the Stock Option Agreement entered into by the Plan and Optionee under this Plan. (d) to the extent set forth in the Stock Option Agreement governing such Stock Option. 6.10 OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock Option, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the Optionee exercising the Stock Option shall agree that he will purchase the shares that are subject to the Stock Option for investment and not with any present intention to resell the same, the Optionee will, upon the request of the Corporation, execute and deliver to the Corporation an agreement to such effect. 6.11 RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to shares covered by his Stock Option until the date of issuance of the shares to him and only after such shares are fully paid. 6.12 OTHER PROVISIONS. The option agreements authorized under the Plan may contain such other provisions as the Committee shall deem advisable. 7. MARKETABILITY OF SHARES. The Common Stock is currently traded on the NASDAQ ----------------------- National Market System. As a result, its liquidity varies widely in response to supply and demand. Consequently, the Corporation can give no assurances as to the marketability of shares acquired under the Plan. 8. TAX IMPLICATIONS. It is anticipated that Stock Options granted under the ---------------- Plan will be treated as Nonqualified Stock Options by the Internal Revenue Service. As such, exercise of the Stock Option would generate a taxable event with the difference between the original Option Exercise Price and the Fair Market Value of the Common Stock at the time of exercise being treated as ordinary income. 9. TERM OF PLAN. No Stock Option may be granted after December 31, 2014. ------------ 10. NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall -------------------------------- impose no obligation upon the Optionee to exercise such Stock Option. 11. AMENDMENTS. The Board of Directors may from time to time amend, alter, ---------- suspend, or discontinue the Plan or alter or amend (including decrease of the Option Exercise Price 6 by cancellation and substitution of options or otherwise) any and all option agreements granted thereunder; provided, however, that no such action of the Board of Directors may, without approval of the stockholders of the Corporation, alter the provisions of the Plan so as to (a) materially increase the benefits accruing to participants under the Plan; (b) materially increase the number of securities which may be issued under the Plan; or (c) materially modify the requirements as to eligibility for participation in the Plan; and provided, further, that no amendment may, without the consent of the Optionee, affect any then outstanding Stock Options or unexercised portions thereof. In addition, the approval of the Corporation's stockholders shall be sought for any amendment to the Plan or a Stock Option for which the Committee deems stockholder approval necessary in order to comply with Rule 16b-3. 7 EX-4.4 3 DIRECTORS' DEFERRED STOCK COMPENSATION PLAN EXHIBIT 4.4 BANCFIRST CORPORATION DIRECTORS' DEFERRED STOCK COMPENSATION PLAN -------------------------------- ARTICLE I PURPOSE AND EFFECTIVE DATE -------------------------- 1.1 Purpose. The BancFirst Corporation Directors' Deferred Stock ------- Compensation Plan (the "Plan") is intended to advance the interests of the Company and its shareholders by providing a means to attract and retain highly- qualified persons to serve as Directors and to promote ownership by Directors of a greater proprietary interest in the Company, thereby aligning such Directors' interests more closely with the interests of shareholders of the Company. 1.2 Effective Date. This Plan shall become effective September 1, -------------- 1999. ARTICLE II DEFINITIONS ----------- The following terms shall be defined as set forth below: 2.1 "Bank" means BancFirst, an Oklahoma banking corporation, or any successor thereto. 2.2 "Bank Board" means the Board of Directors of the Bank. 2.3 "Committee" means the Compensation Committee of the Company Board. 2.4 "Community Board" means one of the Community Advisory Boards of the Bank. 2.5 "Company" means BancFirst Corporation, an Oklahoma corporation, or any successor thereto. 2.6 "Company Board" means the Board of Directors of the Company. 2.7 "Deferral Date" means the date Fees would otherwise have been paid to the Participant. 2.8 "Director" means any individual who is a member of the Bank Board, the Company Board or the Community Board. 2.9 "Fair Market Value" means the closing sales price for the Shares on the relevant date, or if there were no sales on such date the closing sales price on the nearest day before the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee. 2.10 "Fees" means all or part of any retainer and/or fees payable to a Director in his or her capacity as a Director. 2.11 "Participant" means a Director who defers Fees under Article VI of this Plan. 2.12 "Secretary" means the Corporate Secretary or any Assistant Corporate Secretary of the Company. 2.13 "Shares" means shares of the common stock of BancFirst Corporation, par value $1.00 per share, or of any successor corporation or other legal entity adopting this Plan. Page 1 of 1 2.14 "Stock Units" means the credits to a Participant's Stock Unit Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account. 2.15 "Stock Unit Account" means the bookkeeping account established by the Company pursuant to Section 6.4. 2.16 "Termination Date" means the date the Plan terminates pursuant to Section 11.8. 2.17 "Termination of Service" means termination of service as a Director in any of the following circumstances: (a) Where the Participant voluntarily resigns or retires; (b) Where the Participant is not re-elected (or elected in the case of an appointed Director) to the Bank Board or Company Board, as applicable, by the shareholders, or to the Community Board by the Bank; (c) Where the Participant dies; or (d) Where the Participant is removed from the Bank Board, Company Board or Community Board, as applicable, in accordance with the provisions of the Company's Bylaws or the Bank's Bylaws, as applicable. ARTICLE III SHARES AVAILABLE UNDER THE PLAN ------------------------------- Subject to adjustment as provided in Article X, the maximum number of Shares that may be distributed in settlement of Stock Unit Accounts under this Plan shall not exceed 20,000. Such Shares may include authorized but unissued Shares or treasury Shares. ARTICLE IV ADMINISTRATION -------------- 4.1 This Plan shall be administered by the Company Board's Compensation Committee, or such other committee or individual as may be designated by the Company Board. Notwithstanding the foregoing, no director who is a Participant under this Plan shall participate in any determination relating solely or primarily to his or her own Shares, Stock Units or Stock Unit Account. 4.2 It shall be the duty of the Committee to administer this Plan in accordance with its provisions and to make such recommendations of amendments or otherwise as it deems necessary or appropriate. 4.3 The Committee shall have the authority to make all determinations it deems necessary or advisable for administering this Plan, subject to the limitations in Section 4.1 and other explicit provisions of this Plan. ARTICLE V ELIGIBILITY ----------- 5.1 Each Director shall be eligible to defer Fees under Article VI of this Plan. Page 2 of 2 ARTICLE VI DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS ------------------------------------------- 6.1 General Rule. Each Director may, in lieu of receipt of Fees, defer ------------ such Fees in accordance with this Article VI, provided that such Director is eligible under Article V of this Plan to defer such Fees at the date any such Fees are otherwise payable. 6.2 Timing of Election. Each eligible director who wishes to defer ------------------ Fees under this Plan must make a written election prior to the start of the calendar year for which the Fees would otherwise be paid; provided, however, that with respect to (a) any election made by a newly-elected or appointed Director ("New Director Elections") and (b) any elections made by Directors with respect to Fees paid on or after July 1, 1999 ("1999 Elections"), the following special rules shall apply: (i) with respect to any New Director Elections, any such New Director Election may be made prior to the first Deferral Date after election or appointment, and (ii) with respect to any 1999 Elections, such elections shall be made prior to July 1, 1999 and shall be effective for any Fees paid on or after July 1, 1999. An election by a Director shall be deemed to be continuing and therefore applicable to Fees to be paid in the future unless the Director evokes or changes such election by filing a new election form by the due date for such form specified in this Section 6.2. 6.3 Form of Election. An election shall be made in a manner ---------------- satisfactory to the Secretary. Generally, an election shall be made by completing and filing the specified election form with the Secretary of the company within the period described in Section 6.2. At a minimum, the form shall require the Director to specify the following: (a) a percentage (in 25% increments), not to exceed an aggregate of 100% of the Fees to be deferred under this Plan; and (b) the manner of settlement in accordance with Section 7.2. 6.4 Establishment of Stock Unit Account. The Company will establish a ----------------------------------- Stock Unit Account for each Participant. All Fees deferred pursuant to this Article VI shall be credited to the Participant's Stock Unit Account as of the Deferral Date and converted to Stock Units as follows: The number of Stock Units shall equal the deferred Fees divided by the Fair Market Value of a Share on the Deferral Date, with fractional units calculated to three (3) decimal places. 6.5 Credit of Dividend Equivalents. As of each dividend payment date ------------------------------ with respect to Shares, each Participant shall have credited to his or her Stock Unit Account an additional number of Stock Units equal to: the per-share cash dividend payable with respect to a Share on such dividend payment date multiplied by the number of Stock Units held in the Stock Unit Account as of the close of business on the record date for such dividend divided by the Fair Market Value of a Share on such dividend payment date. If dividends are paid on Shares in a form other than cash, then such dividends shall be notionally converted to cash, if their value is readily determinable, and credited in a manner consistent with the foregoing and, if their value is not readily determinable, shall be credited "in kind" to the Participant's Stock Unit Account. ARTICLE VII SETTLEMENT OF STOCK UNITS ------------------------- 7.1 Settlement of Account. The Company will settle a Participant's --------------------- Stock Unit Account in the manner described in Section 7.2 as soon as administratively feasible following the earlier of (i) notification of such Participant's Termination of Service or (ii) the Termination Date. 7.2 Payment Options. An election filed under Article VI shall specify --------------- whether the Participant's Stock Unit Account is to be settled by delivering to the Participant (or his or her beneficiary) the number of Shares equal to the number of whole Stock Units then credited to the Participant's Stock Unit Accounts, in (a) a lump sum, or (b) substantially equal annual installments over a period not to exceed three (3) years. If, upon lump sum distribution or Page 3 of 3 final distribution of an installment, less than one whole Stock Unit is credited to a Participant's Stock Unit Account, cash will be paid in lieu of fractional shares on the date of such distribution. 7.3 Continuation of Dividend Equivalents. If payment of Stock Units is ------------------------------------ deferred and paid in installments, the Participant's Stock Unit Account shall continue to be credited with dividend equivalents as provided in Section 6.5. 7.4 In Kind Dividends. If any "in kind" dividends were credited to the ----------------- Participant's Stock Unit Account under Section 6.5, such dividends shall be payable to the Participant in full on the date of the first distribution of Shares under Section 7.2. ARTICLE VIII UNFUNDED STATUS --------------- The interest of each Participant in any Fees deferred under this Plan (and any Stock Units or Stock Unit Account relating thereto) shall be that of a general creditor of the Company. Stock Unit Accounts, and Stock Units (and, if any, "in kind" dividends) credited thereto, shall at all times be maintained by the Company as bookkeeping entries evidencing unfunded and unsecured general obligations of the Company. ARTICLE IX DESIGNATION OF BENEFICIARY -------------------------- Each Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive the Shares described in Section 7.2 in the event of such Participant's death. The Company may rely upon the beneficiary designation last filed with the Committee, provided that such form was executed by the Participant or his or her legal representative and filed with the Committee prior to the Participant's death. ARTICLE X ADJUSTMENT PROVISIONS --------------------- In the event any recapitalization, reorganization merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Company, stock split or reverse split, or similar corporate transaction or event affects Shares such that an adjustment is determined by the Company Board or Committee to be appropriate to prevent dilution or enlargement of Participants' rights under this Plan, then the Company Board or Committee will, in a manner that is proportionate to the change to the Shares and is otherwise equitable, adjust the number or kind of Shares to be delivered upon settlement of Stock Unit Accounts under Article VII. ARTICLE XI GENERAL PROVISIONS ------------------ 11.1 No Right to Continue as a Director. Nothing contained in this ---------------------------------- Plan will confer upon any Participant any right to continue to serve as a Director. 11.2 No Shareholder Rights Conferred. Nothing contained in this Plan ------------------------------- will confer upon any Participant any rights of a shareholder of the Company unless and until Shares are in fact issued or transferred to such Participant in accordance with Article VII. 11.3 Change to the Plan. The Company Board may amend, alter, suspend, ------------------ discontinue, extend, or terminate the Plan without the consent of the Participants; provided, however, that, without the consent of an affected Participant, no such action may materially impair the rights of such Participant with respect to any Stock Units credited to his or her Stock Unit Account. Page 4 of 4 11.4 Consideration; Agreements. The consideration for Shares issued or ------------------------- delivered in lieu of payment of Fees will be the Director's service during the period to which the Fees paid in the form of Shares related. 11.5 Compliance with Laws and obligations. The Company will not be ------------------------------------ obligated to issue or deliver Shares in connection with this Plan in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other laws, regulations, or contractual obligations of the Company, until the Company is satisfied that such laws, regulations, and other obligations of the Company have been complied with in full. Certificates representing Shares delivered under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of the Company, including any requirement that a legend or legends be placed thereon. 11.6 Limitations on Transferability. Stock Units and any other right ------------------------------ will not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant's death). Stock Units and other rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to the claims of creditors. 11.7 Governing Law. The validity, construction, and effect of the Plan ------------- and any agreement hereunder will be determined in accordance with the laws of the State of Oklahoma, without giving effect to principles of conflicts of laws, and applicable federal law. 11.8 Plan Termination. Unless earlier terminated by action of the ---------------- Company Board, the Plan will remain in effect until the earlier of (i) such time as no Shares remain available for delivery under the Plan and the Company has no further rights or obligations under the Plan or (ii) June 30, 2004. Page 5 of 5 EX-5.1 4 OPINION OF DAY, EDWARDS, FEDERMAN, PROPESTER EXHIBIT 5.1 February 29, 2000 BancFirst Corporation 101 N. Broadway Suite 200 Oklahoma City, OK 73102 RE: BancFirst Corporation Stock Option Plan; Registration Statement on Form S-8 ---------------------------------------- Gentlemen: We have acted as counsel to BancFirst Corporation, an Oklahoma corporation (the "Company"), in connection with the proposed registration by the Company of 95,000 shares of the Company's $1.00 par value common stock (the "Shares") issuable to eligible employees and non-employee directors of the Company under the BancFirst Corporation Non-Employee Directors' Stock Option Plan and the BancFirst Corporation Directors' Deferred Stock Compensation Plan (collectively, the "Plans"). The Shares are being registered pursuant to that certain Registration Statement on Form S-8 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as such Registration Statement may be subsequently amended or supplemented (the Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). In connection therewith, we have examined and relied upon the original, or copies certified to our satisfaction, of (i) the Certificate of Incorporation and the Bylaws of the Company, each as amended; (ii) minutes and records of the corporate proceedings of the Company with respect to the Shares; (iii) the Plans; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinion contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion and as to the content and form of the Certificate of Incorporation, Bylaws, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent review or verification of their accuracy. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares issuable upon exercise according to the terms of the Plans are validly authorized and, when issued in accordance with the terms of the Plans, and assuming no change in the law or facts as exist as of the date hereof, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Day, Edwards, Federman, Propester & Christensen, P.C. --------------------------------------------------------- DAY, EDWARDS, FEDERMAN, PROPESTER & CHRISTENSEN, P.C. EX-23.1 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 2, 1999 relating to the consolidated financial statements, which appears in BancFirst Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP - ----------------------------------- PricewaterhouseCoopers LLP Oklahoma City, Oklahoma February 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----