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
April 15, 2008
(Date of earliest event reported)
TEAM FINANCIAL, INC.
(Exact name of registrant as specified in its
charter)
KANSAS
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000-26335
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48-1017164
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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8 West Peoria, Suite 200, Paola, Kansas,
66071
(Address of principal executive offices) (Zip
Code)
Registrants telephone, including area
code:
(913)
294-9667
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:
o
Written Communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement, Item 1.02 Termination of a Material Definitive Agreement.
(a) (1) and (2) Formally signed on April 15, 2008,
Team Financial, Inc. (the Company) entered into an employment agreement (the
Agreement) with its Chairman and Chief Executive Officer, Robert J.
Weatherbie (Executive). The Agreement was effective January 1, 2008. The term is continuously and automatically
extended for three years, unless the Agreement is terminated in accordance with
the provisions of the Agreement. The
Agreement supersedes the employment agreement entered into between the
Executive and the Company on January 1, 2007, which was set to expire on December 31,
2009. The Executives annual base salary
under the prior agreement was $286,125 and contained similar terms to the
Agreement.
The Agreement stipulates an annual base salary of $300,431, effective January 1,
2008 and allows for annual salary increases.
Additionally, per the Agreement the Executive is entitled to standard Company
bonuses offered through any established plan and an annual executive bonus
based on criteria established by the compensation committee of the Board of
Directors and may include either or both stock and cash. The executive bonus may not exceed 50% of the
Executives annual base salary. The
Executive is also entitled to a life insurance policy with a face amount of
$240,000, all premiums paid by the Company, and he is provided an automobile
for business and personal use. The
Executive is eligible to participate in employee plans generally available to
other management personnel of the Company.
The Agreement also provides for
various levels of benefits under different termination scenarios. The Agreement provides the most benefits to Mr. Weatherbie
should his employment be terminated by the Company without cause and the least
amount of benefits should he terminate his employment with the Company without
cause.
Mr. Weatherbies employment Agreement
stipulates that should his employment with the Company be terminated by the
Company without cause or due to a change in control of the Company, he would be
entitled to receive a cash payment equal to the present value (based on a
discount rate of 5% to 9%) of his annual base salary for three years, and all
bonuses due. Mr. Weatherbie would
also be entitled to receive three years worth of medical and group life
insurance, all premiums paid by the Company, reimbursement for professional
financial and tax advice up to 10% of his annual base salary for three years,
reimbursement for reasonable outplacement services of up to $20,000, country
club dues for one year and the title to the Company-owned automobile that he
drives. In the event of such
termination, all of Mr. Weatherbies unvested options would accelerate and
become immediately exercisable.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b) On April 15, 2008, Richard J.
Tremblay resigned as Director and Chief Financial Officer of the Company, for
personal reasons, effective April 25, 2008. Mr. Tremblays decision to resign as Chief
Financial Officer and from the Companys Board of Directors is not the result
of any disagreement with the Company, known to an executive officer of the
Company, on any matter relating to the Companys operations, policies or
practices.
(c) Bruce R. Vance, 50, was appointed as Chief Financial Officer
of the Company, on an interim basis, effective April 28, 2008. Bruce is a Certified Public Accountant who
has served as the Director of Internal Audit for the Company since
May 2006. Prior to joining the Company, Mr. Vance spent four years as
an independent financial institution consultant with Bruce R. Vance, C.P.A.,
Chartered, a local firm which specialized in financial institution consulting. Previous experience also includes fifteen
years as a Federal financial institution regulator with the Office of Thrift
Supervision, four years as chief financial officer of a $110 million financial
institution, and four years in public accounting with national and regional
accounting firms.
Kaila D. Beeman, CPA, was appointed as the
Companys Principal Accounting Officer, on an interim basis, effective
April 28, 2008. Ms. Beeman,
44, joined the Company in February, 2007 and serves as the Cashier for
TeamBank, N.A., a wholly-owned subsidiary of the Company. Prior to joining the Company, Ms. Beeman
served as Chief Financial Officer of Bank of the Prairie, a $105 million bank
from 2005 to 2007, and as Vice President of Finance/Cashier of Legacy Bank, a
$165 million bank from 1992 to 2005.
Ms. Beeman also has experience working in public accounting with a
regional accounting firm.
There are no family relationships between
Mr. Vance or Ms. Beeman and any of the Companys directors or
executive officers.
The Company has also identified an interim
Director of Internal Audit, as a result of Mr. Vances above-mentioned
appointment as Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits.
None.
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.
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TEAM
FINANCIAL, INC.
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Date:
April 21, 2008
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By:
/s/ Richard J. Tremblay
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Richard J. Tremblay
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Chief
Financial Officer
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