-----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, NDvITKDJr2tKIl/efLst0I5v5YayYltUj4s0+t18Dqic3iv9W5f+NTrbFp6gY5nK +IaOc51ryc2vexcSRKrUDw== 0001125282-04-005877.txt : 20041123 0001125282-04-005877.hdr.sgml : 20041123 20041123131310 ACCESSION NUMBER: 0001125282-04-005877 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 EFFECTIVENESS DATE: 20041123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST BANCORP INC CENTRAL INDEX KEY: 0000914374 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731136584 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-120685 FILM NUMBER: 041163136 BUSINESS ADDRESS: STREET 1: 608 SOUTH MAIN STREET CITY: STILLWATER STATE: OK ZIP: 74074 BUSINESS PHONE: 4053722230 MAIL ADDRESS: STREET 1: 608 SOUTH MAIN STREET CITY: STILLWATER STATE: OK ZIP: 74074 S-8 1 b402508_s8.txt SECURITIES TO BE OFFERED TO EMPLOYEES As filed with the Securities and Exchange Commission on November__, 2004 Amendment to Registration Statement No. 333-92143 filed December 6, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------------- Southwest Bancorp, Inc. (Exact Name of Registrant as Specified in its Charter) Oklahoma (State or Other Jurisdiction of 73-1136584 Incorporation or Organization) (IRS Employer I.D. Number) 608 South Main Street, Stillwater, Oklahoma 74074 (Address of Principal Executive Offices) (Zip Code) Southwest Bancorp, Inc. 1999 Option Plan (Full Title of Plan) Rick J. Green President and Chief Executive Officer Southwest Bancorp, Inc. 608 South Main Street Stillwater, Oklahoma 74074 (405)-372-2230 (Name, Address, and Telephone Number of Agent for Service) Copy to: James I. Lundy, III, Esquire Attorney at Law 1700 Pennsylvania Avenue Suite 400 Washington, DC 20006 ----------------------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Title of Maximum Aggregate Amount of Securities to be Amount to be Offering per Offering Registration Registered Registered (1) Share (2) Price (2) Fee - ------------------------------------------------------------------------------------------------- Common Stock, 500,000 $22.88 $11,437,500 $1,450.00 $1.00 par value shares - --------------------------------------------------------------------------------------------------
(1) This registration statement is filed to register 500,000 additional shares of common stock pursuant to an amendment adopted by shareholders on April 22, 2004. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Based upon the average of the high and low prices of the Common Stock reported in the consolidated reporting system on November 19, 2004, in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INTRODUCTORY STATEMENT This registration statement is filed for the purpose of registering 500,000 additional shares of common stock, $1.00 par value per share, ("Common Stock") of Southwest Bancorp, Inc. (the "Company") pursuant to the Southwest Bancorp 1999 Stock Option Plan, as amended (the "Plan") along with an indeterminate amount of interests under the Plan. Registration Statement No. 333-92143 has become effective with respect to the Plan. The contents of such registration statement are incorporated herein by reference pursuant to General Instruction E to Form S-8. This Registration Statement also constitutes Post Effective Amendment No. 1 to such registration statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (1) Annual Report on Form 10-K for the year ended December 31, 2003; (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; (3) Quarterly Report on Form 10-Q for the quarter ended June 30, 2004; (4) Quarterly Report on Form 10-Q for the quarter ended September 30, 2004; (5) Current Report on Form 8-K filed February 24, 2004; (6) Current Report on Form 8-K filed April 19, 2004; (7) Current Report on Form 8-K filed April 21, 2004; (8) Current Report on Form 8-K filed April 26, 2004; (9) Current Report on Form 8-K filed May 17, 2004; (10) Current Report on Form 8-K filed July 22, 2004; (11) Current Report on Form 8-K filed August 31, 2004; (12) Current Report on Form 8-K filed October 22, 2004; (13) The description of common stock contained in Item 5 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 1999; and (14) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company since the end of the year covered in its Annual Report referred to in (1) above. 2 All documents filed by Southwest Bancorp, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof, and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby shall have been sold or which deregisters all securities 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. ITEM 4. DESCRIPTION OF SECURITIES Omitted pursuant to General Instruction E to Form S-8. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Omitted pursuant to General Instruction E to Form S-8. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Omitted pursuant to General Instruction E to Form S-8. ITEM 8. EXHIBITS. The exhibits required by Item 601 of Regulation S-K and this item are included following the Exhibit Index at Page R-6 hereof. ITEM 9. UNDERTAKINGS. Omitted pursuant to General Instruction E to Form S-8. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Stillwater, State of Oklahoma on November 22, 2004. By: /s/ Rick J. Green ------------------ Rick J. Green, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ Kerby Crowell Executive Vice President and November 22, 2004 - ----------------- Chief Financial Officer Kerby Crowell /s/ James E. Berry II* Director November 22, 2004 - ------------------------------ James E. Berry, II /s/ Tom D. Berry* Director November 22, 2004 - ------------------------------ Tom D. Berry /s/ Joe Berry Cannon* Director November 22, 2004 - ------------------------------ Joe Berry Cannon /s/ J. Berry Harrison* Director November 22, 2004 - ------------------------------ J. Berry Harrison /s/ Erd M. Johnson* Director November 22, 2004 - ------------------------------ Erd M. Johnson /s/ Betty B. Kerns* Director November 22, 2004 - ------------------------------ Betty B. Kerns /s/ David P. Lambert* Director November 22, 2004 - ------------------------------ David P. Lambert /s/ Linford R. Pitts* Director November 22, 2004 - ------------------------------ Linford R. Pitts Director /s/ Robert B. Rodgers* Director, Chairman of the Board November 22, 2004 - ------------------------------ Robert B. Rodgers /s/ Russell W. Teubner* Director November 22, 2004 - ------------------------------ Russell W. Teubner *By: /s/ Kerby E. Crowell ---------------------------------- Kerby E. Crowell, Attorney in Fact
4 INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 4 Southwest Bancorp, Inc. 1999 Stock Option Plan- Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 5 Opinion of James I. Lundy, III, Attorney at Law 23.1 Consent of James I. Lundy, III, Attorney at Law., included in Exhibit 5 23.2 Consent of Ernst & Young LLP 24 Power of Attorney 5 EX-5 2 b402508_ex5.txt OPINION OF JAMES I. LUNDY, III, ATTORNEY AT LAW EXHIBIT 5 James I. Lundy, III Attorney at Law 1700 Pennsylvania Avenue, NW Suite 400 Washington, DC 20006 (202) 349-7130 Fax (202) 318-4623 JILundyIII@Verizon.net November 22, 2004 Board of Directors Southwest Bancorp, Inc. 608 South Main Street Stillwater, Oklahoma 74074 Ladies and Gentlemen: As special legal counsel to Southwest Bancorp, Inc. (the "Southwest"), I have participated in the preparation of Southwest's Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the issuance of shares (the "Shares") of Southwest's Common Stock pursuant to the exercise of options outstanding under the Southwest Bancorp, Inc. 1999 Stock Option Plan, as amended (the "Plan"). As counsel to Southwest, I have examined such corporate records, certificates and other documents of Southwest, and made such examinations of law and other inquiries of such officers of Southwest, as I have deemed necessary or appropriate for purposes of this opinion. Based upon such examinations I am of the opinion that the Shares, when issued in accordance with the provisions of the Plan and the options granted pursuant thereto, will be duly authorized, validly issued, fully paid and non-assessable shares of the Common Stock of Southwest. I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement on Form S-8 filed by Southwest and to the reference to our firm contained therein. Very truly yours, /s/ James I. Lundy, III EX-23.2 3 b402508_ex23-2.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement Form S-8 pertaining to the Southwest Bancorp, Inc. 1999 Stock Option Plan, as amended, of our report dated February 2, 2004, with respect to the consolidated financial statements of Southwest Bancorp, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Dallas, Texas November 22, 2004 EX-24 4 b402508_ex24.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY We, the undersigned directors of the Registrant, hereby severally constitute and appoint Kerby Crowell our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said person may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the preparation and filing of an amended registration statement on Form S-8 in connection with the Southwest Bancorp, Inc. 1999 Stock Option Plan, as amended, including specifically, but not limited to, power and authority to sign for us in our names in our capacities as directors the registration statement and any all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said person and/or persons shall do or cause to be done by virtue thereof. Signature Date /s/ James E. Berry II September 23, 2004 - --------------------------- James E. Berry, II Director /s/ Tom D. Berry September 23, 2004 - --------------------------- Tom D. Berry Director /s/ Joe Berry Cannon September 23, 2004 - --------------------------- Joe Berry Cannon Director /s/ J. Berry Harrison September 23, 2004 - --------------------------- J. Berry Harrison Director /s/ Erd M. Johnson September 23, 2004 - --------------------------- Erd M. Johnson Director /s/ Betty B. Kerns September 23, 2004 - --------------------------- Betty B. Kerns Director /s/ David P. Lambert September 23, 2004 - --------------------------- David P. Lambert Director /s/ Linford R. Pitts September 23, 2004 - --------------------------- Linford R. Pitts Director /s/ Robert B. Rodgers September 23, 2004 - --------------------------- Robert B. Rodgers Director, Chairman /s/Russell W. Teubner September 23, 2004 - --------------------------- Russell W. Teubner Director -----END PRIVACY-ENHANCED MESSAGE-----