Edgar Filing: BOK FINANCIAL CORP ET AL

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 No.)

Bank of Oklahoma Tower, Tulsa, Oklahoma 74172
(Address of Principal Executive Office) (Zip code)

BOK Financial Corporation 2009 Omnibus Incentive Plan
(Full Title of Plan)

Tamara R. Wagman
Frederic Dorwart, Lawyers
Old City Hall
124 East Fourth Street
Tulsa, Oklahoma 74103-5010
(Name and Address of agent for service)

(918) 583-9922
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated file, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchanges Act.

Large accelerated filer X Accelerated filer
Non-accelerated filer Smaller reporting company

CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

Title of Amount to Proposed Maximum Proposed Maximum Amount
Securities be registered(1) offering price per aggregate of
to be unit(2) offering price(2) registration fee(2)
Registered
_________________________________________________________________________________________________________
Common Stock,

$0.00006 par 5,000,000 $38.68 $193,400,000 $10,791.72
value

(1) 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) Estimated pursuant to Rule 457(c).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents containing the information required by Item 1 of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the Securities Act). Such documents are not
required to be and are not filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to Plan participants pursuant to Rule 428(b),
and any additional information about the Plan and its administrators are
available without charge by contacting:

BOK Financial Corporation
P.O. Box 2300
Tulsa, Oklahoma 74172
(918) 588-6000
Attn: Gregg Jaynes

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

BOK Financial has registered its Common Stock under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"), effective August 13,
1991, and is currently subject to the informational requirements of the Exchange
Act. BOK Financial has been subject to the reporting requirements of the
Exchange Act since August 13, 1991, and, therefore, BOK Financial filed its
first annual report on Form 10-K for the year ending December 31, 1991. The
following documents have been filed with the Securities Exchange Commission
("Commission") by BOK Financial and are hereby incorporated by reference:

(a) Annual Report on Form 10-K for the year ended December 31, 2008 filed with
the Commission on February 27, 2009;

(b) The Company's Current Reports on Form 8-K filed with the Commission on
January 20, January 23, January 28,, and March 2, 2009;

(c) The description of BOK Financials 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 filed by BOK Financial pursuant to Section
13(a), 13(c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein, modifies

or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part hereof.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Oklahoma Business Corporation Act and Article VI of the Bylaws of
BOK Financial Corporation provide BOK Financial Corporation with broad powers
and authority to indemnify its directors and officers and to purchase and
maintain insurance for such purposes. Pursuant to such statutory and Bylaw
provisions, BOK Financial Corporation has purchased insurance against certain
costs of indemnification of its officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit No.

4.0 BOK Financial Corporation 2009 Omnibus Incentive Plan.

5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether the Common Stock
registered herein, when sold, will be legally issued, fully paid and
non-assessable.

23.0 Consent of Frederic Dorwart, Lawyers (included in the Opinion filed as
Exhibit 5.0).

23.1 Consent of Ernst & Young L.L.P.

24.0 Power of Attorney. See pages viii and ix.

99.0 Annual Report on Form 10-K filed with the Commission on February 27, 2009
is incorporated herein by this reference.

99.1 The description of BOK Financial's capital stock contained on page 2 in
Registration Statement on Form 10, as amended by filings on Form 8, filed
under the Exchange Act (Registration No. 0-19341), including any amendment
or report filed for the purpose of updating such description is
incorporated herein by this reference.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to;

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total

dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in
the effective registration statement; and

(iii) include any additional or changed material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) or the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering for such securities at the time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of it counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 28th
day of April, 2009.

BOK FINANCIAL CORPORATION

By: /s/ Stanley A. Lybarger
-------------------------------------------------
Stanley A. Lybarger, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date

/s/ George B. Kaiser Chairman of the Board April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger President, Chief Executive Officer April 28, 2009
----------------------------------- and Director
Stanley A. Lybarger

/s/ Steven E. Nell Executive Vice President and April 28, 2009
----------------------------------- Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow Senior Vice President and Chief April 28, 2009
----------------------------------- Accounting Officer
John C. Morrow

/s/ Gregory S. Allen Director April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr. Director April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell Director April 28, 2009
-----------------------------------
Sharon J. Bell

/s/ Peter C. Boylan, III Director April 28, 2009
-----------------------------------
Peter C. Boylan, III

/s/ Chester Cadiuex, III Director April 28, 2009
-----------------------------------
Chester Cadiuex, III

Director April 28, 2009
-----------------------------------
Joseph W. Craft, III

/s/ William E. Durrett Director April 28, 2009
-----------------------------------
William E. Durrett

/s/ John W. Gibson Director April 28, 2009
-----------------------------------
John W. Gibson

/s/ David F. Griffin Director April 28, 2009
-----------------------------------
David F. Griffin

/s/ V. Burns Hargis Director April 28, 2009
-----------------------------------
V. Burns Hargis

Director April 28, 2009
-----------------------------------
E. Carey Joullian, IV

/s/ Robert J. LaFortune Director April 28, 2009
-----------------------------------
Robert J. LaFortune

/s/ Steven J. Malcolm Director April 28, 2009
-----------------------------------
Steven J. Malcolm

/s/ E.C. Richards Director April 28, 2009
-----------------------------------
E.C. Richards

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 April 28, 2009.

BOK FINANCIAL 2009 OMNIBUS INCENTIVE PLAN

By /s/ George B. Kaiser
--------------------------------------------------------------
George B. Kaiser, Chairman of the Board of BOK Financial
Corporation

By /s/ Stanley A. Lybarger
--------------------------------------------------------------
Stanley A. Lybarger, President, Chief Executive Officer
and Director of BOK Financial Corporation

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes George B.
Kaiser to file one or more amendments (including post-effective amendments) to
the Registration Statement, which amendments may make such changes in the
Registration Statement as Mr. Kaiser deems appropriate, and each such person
hereby appoints George B. Kaiser as attorney-in-fact to execute in the name and
on behalf of each person individually, and in each capacity stated below, any
such amendment to the Registration Statement.

/s/ George B. Kaiser Chairman of the Board April 28, 2009
-----------------------------------
George B. Kaiser

/s/ Stanley A. Lybarger President, Chief Executive Officer April 28, 2009
----------------------------------- and Director
Stanley A. Lybarger

/s/ Steven E. Nell Executive Vice President and April 28, 2009
----------------------------------- Chief Financial Officer
Steven E. Nell

/s/ John C. Morrow Senior Vice President and Chief April 28, 2009
----------------------------------- Accounting Officer
John C. Morrow

/s/ Gregory S. Allen Director April 28, 2009
-----------------------------------
Gregory S. Allen

/s/ C. Fred Ball, Jr. Director April 28, 2009
-----------------------------------
C. Fred Ball, Jr.

/s/ Sharon J. Bell Director April 28, 2009
---------------------------------------
Sharon J. Bell