UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 31, 2017 (May 25, 2017)

 

BANCFIRST CORPORATION

 

(Exact name of registrant as specified in its charter)

 

OKLAHOMA 0-14384 73-1221379
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(I.R.S. Employer
Identification No.)

 

101 North Broadway, Oklahoma City, Oklahoma

73102

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (405) 270-1086

 

N/A

(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 31, 2017, the Company filed an amendment to its amended and restated certificate of incorporation (the “Amendment”) with the Secretary of State of the State of Oklahoma to increase its authorized shares of common stock to 40,000,000 shares. The Company’s stockholders approved the Amendment at the annual stockholders meeting on May 25, 2017.

 

A copy of the Amendment is furnished herewith as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01. Other Events .

 

On May 31, 2017, BancFirst Corporation issued a press release announcing that on May 25, 2017 its Board of Directors approved a two-for-one split of the Company’s outstanding shares of common stock effected as a stock dividend. The record date for shareholders entitled to receive additional shares is July 17, 2017 for distribution on or about July 31, 2017. Stockholders will receive one additional share for each share held on that date.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Certificate Of Amendment
99.1 Press Release, dated May 31, 2017, issued by BancFirst Corporation titled “BancFirst Corporation announces two-for-one split.”

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BANCFIRST CORPORATION
                  (Registrant)
   
   
   
Date: May 31, 2017 /s/Kevin Lawrence
  Kevin Lawrence
  Executive Vice President
  Chief Financial Officer
  (Principal Financial Officer)

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

OF THE

 

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

BANCFIRST CORPORATION

 

Adopted in accordance with the provisions of Section 1077

of the General Corporation Act of the State of Oklahoma

 

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

 

BANCFIRST CORPORATION , a corporation organized and existing under the laws of the State of Oklahoma (the "Corporation"), for the purpose of amending its Second Amended and Restated Certificate of Incorporation, does hereby certify:

 

FIRST:        That the name of this Corporation is BancFirst Corporation, and the name under which it was originally incorporated was United Community Corporation.

 

SECOND:   That the date of filing of this Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Oklahoma was July 12, 1984. The date of filing of this Corporation’s Second Amended and Restated Certificate of Amendment with the Secretary of State of the State of Oklahoma was July 24, 1998; and again amended and restated on June 16, 2004.

 

THIRD:        That the Second Amended and Restated Certificate of Incorporation of the Corporation, as subsequently amended by a Certificate of Merger filed with the Secretary of State of the State of Oklahoma on September 30, 1998, and a Certificate of Designation filed with the Secretary of State of the State of Oklahoma on March 11, 1999, and amended and restated by a filing on June 16, 2004, is hereby further amended by deleting Section A of Article 5 and inserting a new Section A of Article 5 to read in its entirety as follows:

 

ARTICLE 5

 

A.       The aggregate number of shares of all classes which the Corporation shall have authority to allot is 50,900,000. The designation of each class, the number of shares of each class, the par value of each class and the total authorized capital of the Corporation are as follows:

 

 

Class

  Number of Shares  

 

Par Value

  Total Par Value Authorized
Senior Preferred Stock   10,000,000   $1.00   $10,000,000
10% Cumulative Preferred Stock   900,000   $5.00   4,500,000
Common Stock   40,000,000   $1.00   40,000,000
     Total   50,900,000       $54,500,000

 

 

 

 

FOURTH:   That such amendment was duly adopted in accordance with Section 1077 of the Oklahoma General Corporation Act (the “Act”), after being proposed by the directors of the Corporation and adopted by its shareholders in the manner and by the vote prescribed by the Act.

 

FIFTH:        That this amendment be effective upon filing.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chief Executive Officer, and attested to by its Secretary this 31st day of May, 2017.

 

 

  BANCFIRST CORPORATION
     
     
  By: /s/   David Harlow
    David Harlow, Chief Executive Officer

 

ATTEST:

 

 

/s/   Randy Foraker  
Randy Foraker, Secretary  

 

 

 

Exhibit 99.1

 

 

  101 N. Broadway
FOR IMMEDIATE RELEASE Oklahoma City, OK 73102
Wednesday, May 31, 2017 www.bancfirst.com

 

BANCFIRST CORPORATION ANNOUNCES

TWO-FOR-ONE STOCK SPLIT

 

BancFirst Corporation (NASDAQ GS:BANF) today announced that its Board of Directors approved a two-for-one stock split of the Company’s outstanding shares of common stock. The stock will be payable in the form of a dividend on or about July 31, 2017 to shareholders of record of the outstanding common stock as of the close of business record date of July 17, 2017. Stockholders will receive one additional share for each share held on that date. This represents the second stock split for BancFirst since going public.

 

David Rainbolt, Executive Chairman, said, “We are very proud of our financial performance over the last several years. While the stock split is not an accomplishment in and of itself, I do believe it demonstrates confidence that our business model will continue to deliver solid results.”

 

 

####

 

BancFirst Corporation (the Company) is an Oklahoma based financial services holding company. The Company’s principal subsidiary bank, BancFirst, is Oklahoma’s largest state-chartered bank with 100 banking locations serving 53 communities across Oklahoma. More information can be found at www.bancfirst.com .

 

Forward-Looking Statements

The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions, the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. These and various other factors are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and other reports and statements the Company has filed with the SEC. Copies of the SEC filings for BancFirst Corporation may be downloaded from the Internet at no charge from www.bancfirst.com . Actual results may differ materially from forward-looking statements.

 

For additional information call:

Kevin Lawrence, Chief Financial Officer at (405) 270-1003 or

David Rainbolt, Executive Chairman at (405) 270-1002.