-----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, UYp0WM709JzEkJNZrNR8tc9WcBWpq+PMKuu7e9wz1aFEjz798l2t2nZmEztIcYdp MR30M2S4j/dmf0L2sKV9mA== 0000950123-07-015181.txt : 20071109 0000950123-07-015181.hdr.sgml : 20071109 20071109081455 ACCESSION NUMBER: 0000950123-07-015181 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 EFFECTIVENESS DATE: 20071109 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: 333-147249 FILM NUMBER: 071228334 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 y42335sv8.htm FORM S-8 S-8
 

As filed with the Securities and Exchange Commission on November 9, 2007
Amendment No. 2 to Registration Statement No. 333-92143 filed December 6, 1999
Amendment No. 1 thereto on Registration Statement No. 333-120685 filed November 23, 2004
 
 
UNITED STATES
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
Incorporation or Organization)
  73-1136584
(IRS Employer I.D. Number)
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 Maximum     Proposed Maximum        
  Title of Securities to be     Amount to be     Offering per     Aggregate Offering     Amount of  
  Registered 
    Registered(1) 
    Share(2) 
    Price(2) 
    Registration Fee 
 
 
Common Stock, $1.00 par value
      200,000       $ 17.19       $ 3,438,000       $ 105.55    
 
     
(1)   This registration statement is filed to register 200,000 additional shares of common stock under the registrant’s 1999 Stock Option Plan as approved by shareholders on April 26, 2007. 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 7, 2007, 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.

 


 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
     This registration statement is filed for the purpose of registering 200,000 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 and Registration Statement 333-120685, representing Amendment No. 1 thereto, each has become effective with respect to the Plan. The contents of such registration statements are incorporated herein by reference pursuant to General Instruction E to Form S-8. This Registration Statement also constitutes Post Effective Amendment No. 2 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, 2006;
 
  (2)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2007;
 
  (3)   Quarterly Report on Form 10-Q for the quarter ended June 30, 2007;
 
  (4)   Quarterly Report on Form 10-Q for the quarter ended September 30, 2007;
 
  (5)   Current Report on Form 8-K filed January 3, 2007;
 
  (6)   Current Report on Form 8-K filed January 29, 2007;
 
  (7)   Current Report on Form 8-K filed January 31, 2007;
 
  (8)   Current Report on Form 8-K filed February 6, 2007;
 
  (9)   Current Report on Form 8-K filed February 26, 2007;
 
  (10)   Current Report on Form 8-K filed March 28, 2007;
 
  (11)   Current Report on Form 8-K filed April 9,2007;
 
  (12)   Current Report on Form 8-K filed April 25, 2007;
 
  (13)   Current Report on Form 8-K filed May 9, 2007;
 
  (14)   Current Report on Form 8-K filed May 21, 2007;
 
  (15)   Current Report on Form 8-K filed June 29, 2007;
 
  (16)   Current Report on Form 8-K filed July 19, 2007;
 
  (17)   Current Report on Form 8-K filed July 30, 2007;
 
  (18)   Current Report on Form 8-K filed October 18, 2007;
 
  (19)   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
 
  (20)   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.
     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.
     Omitted pursuant to General Instruction E to Form S-8.
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 4 hereof.
Item 9. Undertakings.
     Omitted pursuant to General Instruction E to Form S-8.

2


 

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 9, 2007
         
  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 and Title   Date
 
Kerby E. Crowell   November 9, 2007
Kerby E. Crowell
Executive Vice President,
Chief Financial Officer and Secretary
   
 
/s/  Jim Berry   November 9, 2007
Jim Berry, Director    
 
/s/  Tom D. Berry   November 9, 2007
Tom D. Berry, Director    
 
/s/  Joe Berry Cannon   November 9, 2007
Joe Berry Cannon, Director    
 
/s/  John Cohlmia   November 9, 2007
John Cohlmia, Director    
 
/s/  David S. Crockett Jr.   November 9, 2007
David S. Crockett Jr., Director    
 
/s/  J. Berry Harrison   November 9, 2007
J. Berry Harrison, Director    
 
James M. Johnson   November 9, 2007
James M. Johnson, Director    
 
David P. Lambert   November 9, 2007
David P. Lambert, Director    
 
/s/  Linford R. Pitts   November 9, 2007
Linford R. Pitts, Director    
 
/s/  Robert B. Rodgers   November 9, 2007
Robert B. Rodgers, Director    
 
/s/  Russell W. Teubner   November 9, 2007
Russell W. Teubner, Director    

3


 

Index to Exhibits
     
Exhibit Number             Description
     
4   Southwest Bancorp, Inc. 1999 Stock Option Plan, as amended and restated, incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
 
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

4

EX-5 2 y42335exv5.htm EX-5: OPINION OF JAMES L. LUNDY, III, ATTORNEY AT LAW EX-5
 

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 9, 2007
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 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 have 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 awards 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 my firm contained therein.
Very truly yours,
/s/  James I. Lundy, III
EX-23.2 3 y42335exv23w2.htm EX-23.3: CONSENT OF ERNST & YOUNG LLP EX-23.3
 

EXHIBIT 23
CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement (Form S-8 pertaining to the registration of 200,000 common shares) pertaining to the Southwest Bancorp, Inc., 1999 Option Plan of our reports dated March 8, 2007, with respect to the consolidated financial statements of Southwest Bancorp, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2006. Southwest Bancorp, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Southwest Bancorp, Inc. filed with the Securities and Exchange Commission.
/s/  Ernst & Young LLP
Tulsa, Oklahoma
November 8, 2007
EX-24 4 y42335exv24.htm EX-24: POWER OF ATTORNEY EX-24
 

EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned directors of the Registrant, hereby severally constitute and appoint Rick Green 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.
     
/s/  Jim Berry   June 28, 2007
Jim Berry, Director    
 
/s/  Tom D. Berry   June 28, 2007
Tom D. Berry, Director    
 
/s/  Joe Berry Cannon   June 28, 2007
Joe Berry Cannon, Director    
 
/s/  John Cohlmia   June 28, 2007
John Cohlmia, Director    
 
/s/  David S. Crockett Jr.   June 28, 2007
David S. Crockett Jr., Director    
 
/s/  J. Berry Harrison   June 28, 2007
J. Berry Harrison, Director    
 
James M. Johnson   June 28, 2007
James M. Johnson, Director    
 
David P. Lambert   June 28, 2007
David P. Lambert, Director    
 
/s/  Linford R. Pitts   June 28, 2007
Linford R. Pitts, Director    
 
/s/  Robert B. Rodgers   June 28, 2007
Robert B. Rodgers, Director    
 
/s/  Russell W. Teubner   June 28, 2007
Russell W. Teubner, Director    

 

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