UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

To

FORM S-8

REGISTRATION STATEMENT No. 333-31886

UNDER

THE SECURITIES ACT OF 1933

 

 

BANCFIRST CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

OKLAHOMA		73-1221379
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

101 North Broadway

Oklahoma City, Oklahoma 73102

(Address of principal executive offices, including zip code)

 

 

BancFirst Corporation Directors’ Stock Option Plan

BancFirst Corporation Directors’ Deferred Stock Compensation Plan

(Full title of the plans)

 

 

David E. Rainbolt

President and Chief Executive Officer

BancFirst Corporation

101 North Broadway, Suite 1000

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.

Conner & Winters, LLP

1700 One Leadership Square, 211 North Robinson

Oklahoma City, Oklahoma 73102

(405) 272-5745

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

BancFirst Corporation (the “Registrant”) filed a Registration Statement on Form S-8 on March 7, 2000 (Registration No. 333-31886) (the “2000 S-8”) to register an aggregate 95,000 shares (190,000 shares, as adjusted for a two-for-one stock split effected in February 2006) of the Registrant’s common stock, par value $1.00 per share (the “Common Stock”), for issuance pursuant to the BancFirst Corporation Directors’ Stock Option Plan and the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (collectively, the “Directors’ Plans”).

This Post-Effective Amendment No. 1 to the 2000 S-8 is being filed to deregister (i) the 80,000 unsold shares of Registrant’s common stock, par value $1.00 per share (“Common Stock”) registered under the 2000 S-8 and issuable pursuant to the BancFirst Corporation Directors’ Stock Option Plan, and (ii) the 28,743 unsold shares of Registrant’s Common Stock registered under the 2000 S-8 and issuable pursuant to the BancFirst Corporation Directors’ Deferred Stock Compensation Plan. The 108,743 shares of Registrant’s Common Stock being deregistered pursuant to this Post-Effective Amendment No. 1 will be included in a new Registration Statement on Form S-8 that is being filed contemporaneously with this filing, which will register an aggregate 203,743 shares of Common Stock issuable under the Directors’ Plans (including the 108,743 shares being deregistered hereunder).

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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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, and State of Oklahoma, on July 21, 2011.

 

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 July 21, 2011.

 

/s/ H. E. Rainbolt				/s/ David E. Rainbolt
H. E. Rainbolt Chairman of the Board (Principal Executive Officer)				David E. Rainbolt President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Dennis L. Brand				/s/ C. L. Craig, Jr.
Dennis L. Brand Chief Executive Officer, BancFirst and Director (Principal Executive Officer)				C.L. Craig, Jr. Director
/s/ William H. Crawford				/s/ James R. Daniel
William H. Crawford Director				James R. Daniel Vice Chairman of the Board (Principal Executive Officer)
/s/ F. Ford Drummond				/s/ K. Gordon Greer
F. Ford Drummond Director				K. Gordon Greer Vice Chairman of the Board (Principal Executive Officer)
/s/ Dr. Donald B. Halverstadt				/s/ William O. Johnstone
Dr. Donald B. Halverstadt Director				William O. Johnstone Vice Chairman of the Board (Principal Executive Officer)
/s/ J. Ralph McCalmont
J. Ralph McCalmont Director				Tom H. McCasland, Jr. Director

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/s/ Ronald J. Norick
Ronald J. Norick Director				Paul B. Odom, Jr. Director
/s/ David E. Ragland				/s/ Cynthia S. Ross
David E. Ragland Director				Cynthia S. Ross Director
				/s/ Michael K. Wallace
G. Rainey Williams, Jr. Director				Michael K. Wallace Director
/s/ Randy P. Foraker				/s/ Joe T. Shockley, Jr.
Randy P. Foraker Executive Vice President and Chief Risk Officer (Principal Accounting Officer)				Joe T. Shockley, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer)