As filed with the Securities and Exchange Commission on December 3, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------
TEAM FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
KANSAS 48--1017164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8 WEST PEORIA, SUITE 200
PAOLA, KANSAS 66071
(913) 294-9667
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
-----------
1999 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plans)
----------
ROBERT J. WEATHERBIE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
TEAM FINANCIAL, INC.
8 WEST PEORIA, SUITE 200
PAOLA, KANSAS 66071
(913) 294-9667
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
with copies to:
REID A. GODBOLT, ESQ.
DAVID A. THAYER, ESQ.
JONES & KELLER, P.C.
1625 BROADWAY, SUITE 1600
DENVER, COLORADO 80202
----------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to offering price Aggregate Amount of
securities to be registered be registered (1) per share offering price registration fee
------------------------------ ------------------- ---------------- ---------------- -----------------
1999 Stock Incentive Plan
Common Stock, no par
value 55,000 $8.940 $ 491,700 $118
Common Stock, no par
value 47,250 $6.625 $ 313,031 $ 75
Common Stock, no par
value 367,750 $ 8.25 $3,033,938 $725(2)
Employee Stock Purchase Plan
Common Stock, no par
value 6,492 $ 8.94 $ 58,038 $ 14
Common Stock, no par
value 597 $ 8.93 $ 5,331 $ 1
Common Stock, no par
value 7,944 $ 5.95 $ 47,267 $ 11
Common Stock, no par
Value 59,967 $ 8.25 $ 494,728 $118(2)
Employee Stock Ownership Plan
Common Stock, no par
value 100,000 $ 8.25 $ 825,000 $197(2)
Total 645,000 $5,269,033 $1,259
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares et
forth above, an indeterminate number of shares which, by reason of
certain events, may become subject to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the 1999 Stock Incentive Plan, the
Employee Stock Purchase Plan and the Employee Stock Ownership Plan required by
Item 1 of Form S-8 will be sent or given to the pertinent individual(s) as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The Registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference into this registration statement the
following documents previously filed with the Securities and Exchange Commission
(the "Commission"):
A. our Annual Report on Form 10-K for the Fiscal Year Ended December
31, 2000;
B. our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001;
C. the description of our Common Stock set forth in our Registration
Statement on Form 8-A dated June 7, 1999 and declared effective by the
Commission on June 21, 1999, including any amendment or report filed for the
purpose of updating such description; and
D. all documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement
shall be deemed to be incorporated herein by reference and to be a part of this
Registration Statement from the date of the filing of such documents until such
time as there shall have been filed a post-effective amendment that indicates
that all securities offered hereby have been sold or that deregisters all
securities remaining unsold at the time of such amendment.
We will provide without charge to each person to whom a copy of this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents, and any or all other documents required to be delivered to our
employees, directors and consultants pursuant to Rule 428(b) under the
Securities Act. Written requests or requests by telephone for such copies, or
additional information about the Plan and its administrator, should be directed
to Lois Rausch, Secretary, Team Financial, Inc., 8 West Peoria, Suite 200,
Paola, Kansas 66071, telephone (913) 294-9667. The Commission maintains a web
site (http:/www.sec.gov) that contains the documents referred to above and other
information about registrants, like us, that file electronically with the
Commission.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
4
Item 6. Indemnification of Directors and Officers.
Directors, officers, employees and agents of Team and/or the subsidiary
banks may be entitled to benefit from the indemnification provisions contained
in the Kansas General Corporation Code (the "KGCC"), Team's Articles of
Incorporation and certain indemnification provisions. The general effect of
these provisions is summarized below:
Section 17-6305 of the KGCC permits a Kansas corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
suit, action or other proceeding by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, or other enterprise. Such
indemnification may be against expenses, including attorneys' fees, judgments,
fines and other amounts in connection with such proceeding. Indemnification is
available if such person acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, or, with
respect to any criminal action or proceeding, such person had no reasonable
cause to believe that the conduct was unlawful. Unless a court of competent
jurisdiction otherwise orders, indemnification is not available in connection
with a proceeding by or in the right of the corporation if the person is
adjudged liable to the corporation. A corporation is required to indemnify a
director or officer who is successful on the merits or otherwise in the defense
of any such proceeding. Expenses (including attorneys' fees) incurred by a
director, officer, employee or agent of the corporation in defending any such
proceeding may be advanced by the corporation before the final disposition if
such person furnishes an undertaking to repay such advances if it is ultimately
determined that such person is not entitled to be indemnified. Before a
corporation may indemnify or advance expenses to a person under these
provisions, the board of directors (excluding any directors who are parties to
such a proceeding), independent legal counsel appointed by the board of
directors, or the shareholders must provide authorization. A corporation may
purchase insurance against any liability of individuals for whom the corporation
may provide such indemnification. The indemnification and advancement of
expenses authorized by the KGCC is not exclusive of any other rights that such
persons may be entitled to under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Article Eleventh of Team's Restated and Amended Articles of
Incorporation provides powers to indemnify and make advances to any person, or
such person's estate, in connection with any threatened, pending or completed
action, suit or proceeding that such person is involved in due to their capacity
as a director, officer, employee or agent of Team or any other entity in which
they were serving at the request of Team.
Item 7. Exemption from Registration Claimed.
Not applicable.
5
Item 8. Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit
Number Description
5 Opinion of Jones & Keller, P.C. regarding legality of
securities.(1)
10.11 Team Financial, Inc. Employee Stock Ownership Plan Summary.(2)
10.12 Team Financial, Inc. 1999 Stock Incentive Plan(2)
10.14 Team Financial, Inc. Employee Stock Purchase Plan(2)
23.1 Consent of KPMG LLP.(1)
23.2 Consent of Jones & Keller, P.C. (included in their opinion filed
as Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
----------
(1) Filed herewith.
(2) Filed under the same exhibit number with Registration Statement on
Form S-1, as amended (Registration Statement No. 333-76163 declared
effective by the Commission on August 6, 2001) and incorporated herein
by 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 include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment 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; and
(3) to remove from registration by means of a 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
6
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 a 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 its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
7
SIGNATURES
In accordance with the requirements 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 authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Paola, County of Miami, Kansas, on November 27, 2001.
TEAM FINANCIAL, INC.
By /s/ Robert J. Weatherbie
---------------------------------
Robert J. Weatherbie, President,
Chief Executive Officer and
Chairman of the Board
Each individual whose signature appears below hereby designates and
appoints Robert J. Weatherbie and Michael L. Gibson, and each of them, any one
of whom may act without the joinder of the other, as such person's true and
lawful attorney-in-fact and agent (the "Attorney-in-Fact") with full power of
substitution and resubstitution, for each person and in such person's name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as the
Attorney-in-Fact deems appropriate and to file each such amendment with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that the Attorney-in-Fact, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert J. Weatherbie Director, Chairman and Chief November 27, 2001
------------------------------ Executive Officer (Principal
Robert J. Weatherbie Executive Officer)
/s/ Michael L. Gibson Director, President of Investments November 27, 2001
------------------------------ and Chief Financial Officer
Michael L. Gibson
/s/ Montie K. Taylor Director November 27, 2001
------------------------------
Montie K. Taylor
/s/ R.G. (Gary) Kilkenny Director November 27, 2001
------------------------------
R.G. (Gary) Kilkenny
/s/ Carolyn S. Jacobs Director November 27, 2001
------------------------------
Carolyn S. Jacobs
/s/ Neil Blakeman Director November 27, 2001
-------------------------------
Neil Blakeman
/s/ Denis A. Kurtenbach Director November 27, 2001
-------------------------------
Denis A. Kurtenbach
/s/ Glen E. Gilpin Director November 27, 2001
-------------------------------
Glen E. Gilpin
8
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
5 Opinion of Jones & Keller, P.C. regarding legality of
securities.
23.1 Consent of KPMG LLP.
23.2 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5).
24 Power of Attorney (see signature page of this Registration
Statement).
9