Team Financial Inc /Ks - Amended Annual Report (10-K/A)
April 25 2008 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K/A
x
Annual
report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2007 or
o
Transition
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period from
to
Commission File Number: 000-26335
TEAM FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
KANSAS
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48-1017164
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer 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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, no par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
o
.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.
x
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 the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large
Accelerated Filer
o
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Accelerated Filer
o
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Non-accelerated
Filer
o
(Do not check if a smaller
reporting company)
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Smaller
Reporting Company
x
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Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes
o
No
x
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, based upon the closing price of
$15.54 per share as reported on June 30, 2007 on the Nasdaq Global Market,
was $30,405,346.
There were 3,579,103 shares of the Registrants common stock, no par
value, outstanding as of March 25, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrants definitive proxy statement for its 2007 Annual
Meeting of Shareholders to be filed within 120 days of December 31,
2007 will be incorporated by reference into Part III of this Form 10-K/A.
Explanatory
Note
Team
Financial, Inc. (we or the Company) is filing this Amendment on Form 10-K/A
(the Report) which amends our Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, as initially filed with the Securities and
Exchange Commission (the SEC) on March 26, 2008, to reflect a correction
of our certifications under Section 302 of the Sarbanes-Oxley Act of
2002. Except as otherwise specifically noted, all information contained
herein is as of December 31, 2007 and does not reflect events or changes
that have occurred subsequent to that date.
2
Item
15.
Exhibits, Financial Statement Schedules
(a)
1.
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Financial Statements
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2.
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Financial Statement
Schedules
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3.
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Exhibits
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Exhibit
Number
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Description
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3.1
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Restated
and Amended Articles of Incorporation of Team Financial, Inc. (1)
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3.2
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Amended
and Restated Bylaws of Team Financial, Inc. (8)
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4.9
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Indenture
between Team Financial, Inc. and Wells Fargo Bank, N.A. dated
September 14, 2006. (8)
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4.10
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Debenture
Subscription Agreement between Team Financial, Inc. and Team Financial
Capital Trust II dated September 14, 2006. (8)
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4.11
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Common
Securities Subscription Agreement between Team Financial Capital Trust II and
Team Financial, Inc. dated September 14, 2006. (8)
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4.12
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Purchase Agreement among Team Financial Capital Trust II, Team Financial Inc., and Bear, Stearns & Co., Inc. dated September 12, 2006. (8)
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4.13
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Guarantee Agreement delivered by Team Financial, Inc. and Wells Fargo Bank, N.A. dated September 14, 2006. (8)
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4.14
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Junior
Subordinated Debenture of Team Financial, Inc. due 2036. (8)
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4.15
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Capital Security
Certificate of Team Financial Capital Trust II evidencing 22,000 Capital
Securities owned by Cede & Co. (8)
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4.16
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Common Security
Certificate of Team Financial Capital Trust II evidencing 681 Commons
Securities owned by Team Financial, Inc. (8)
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10.1
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Employment
Agreement between Team Financial, Inc. and Robert J. Weatherbie dated
January 23, 2007. (9)
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10.2
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Employment
Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated March 14,
2007. (9)
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10.3
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Employment
Agreement between Team Financial, Inc. and Sandra J. Moll dated
March 2, 2007. (9)
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10.4
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Employment
Agreement between Team Financial, Inc. and Michael L. Gibson dated
January 5, 2006. (6)
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10.5
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Technology
Outsourcing Renewal Agreement between Team Financial, Inc. and Metavante
Corporation dated December 1, 2007. (11)
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10.6
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401K Plan of
Team Financial, Inc. 401(k) Trust, effective January 1, 1999
and administered by Nationwide Life Insurance Company. (1)
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10.7-10.9
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Exhibit numbers
intentionally not used.
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10.10
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Agreement dated
May 16, 2006 among Team Financial, Inc. and McCaffree Financial
Corporation. (7)
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3
10.11
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Team Financial, Inc. Employee Stock Ownership Plan Summary. (1)
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10.12
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Team Financial, Inc. 1999 Stock Incentive Plan. (1)
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10.13
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Rights Agreement between Team Financial, Inc. and American
Securities Transfer & Trust, Inc. dated June 3, 1999. (1)
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10.14
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Team Financial, Inc. Employee Stock Purchase Plan. (1)
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10.15
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Revolving Credit Agreement between Team Financial, Inc. and US
Bank dated March 18, 2004. (4)
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10.15.1
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Amendment to Loan Agreement and Note between Team
Financial, Inc. and US Bank dated June 30, 2007. (10)
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10.18
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Deferred Compensation Agreement between TeamBank, N.A. and Robert J.
Weatherbie dated February 1, 2002. (2)
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10.19
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Salary Continuation Agreement between TeamBank, N.A. and Robert J. Weatherbie
dated July 1, 2001. (2)
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10.20
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Split Dollar Agreement between TeamBank, N.A. and Robert J.
Weatherbie dated January 25, 2002. (2)
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10.24
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Deferred Compensation Agreement between TeamBank, N.A. and Carolyn S.
Jacobs dated February 1, 2002. (2)
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10.25
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Salary Continuation Agreement between TeamBank, N.A. and Carolyn S.
Jacobs dated July 1, 2001. (2)
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10.26
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Split Dollar Agreement between TeamBank, N.A. and Carolyn S. Jacobs
dated January 25, 2002. (2)
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10.29
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Stock Purchase Agreement dated February 7, 2005 between
TeamBank, N.A. and International Insurance Brokers, Ltd., LLC. (5)
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10.30
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Executive Retirement and Release Agreement between Michael L. Gibson
and Team Financial, Inc. dated May 24, 2007. (10)
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11.1
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Statement regarding Computation of per share earnings see
consolidated financial statements. (11)
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21
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Subsidiaries of the Registrant. (11)
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23
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Consent of Independent Registered Public Accounting Firm. (11)
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24
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Power of Attorney. (11)
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. (12)
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. (12)
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32.1
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Certification of Chief
Executive Officer Pursuant to 18 U.S.C. §1350. (11)
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32.2
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Certification of Chief
Financial Officer Pursuant to 18 U.S.C. §1350. (11)
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(1)
Filed with Registration
Statement on Form S-1 dated August 6, 2001, as amended, (Registration
Statement No. 333-76163) and incorporated herein by reference.
(2)
Filed with Annual Report on Form 10-K for the Year Ending December 31,
2002, and incorporated herein by reference.
(3)
Filed with Registration Statement on Form S-1 dated July 12,
2001, as amended, (Registration Statement No. 333-64934) and are
incorporated herein by reference.
4
(4)
Filed with Quarterly Report on Form 10-Q for the period ended March 31,
2004 and incorporated herein by reference.
(5)
Filed with Annual Report on Form 10-K for the year ended December 31,
2004, and incorporated herein by reference.
(6)
Filed with Quarterly Report on Form 10-Q for the period ended March 31,
2006 and incorporated herein by reference.
(7)
Filed with Form 8-K dated May 22, 2006 and incorporated
herein by reference.
(8)
Filed with Quarterly Report on Form 10-Q for the period ended September 30,
2006 and incorporated herein by reference.
(9)
Filed with Quarterly Report on Form 10-Q for the period ended March 31,
2007 and incorporated herein by reference.
(10)
Filed with Quarterly Report on Form 10-Q for the period ended June 30,
2007 and incorporated herein by reference.
(11)
Filed with Annual Report on Form 10-K for the year ended December 31,
2007 and incorporated herein by reference.
(12)
Filed herewith.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Paola, Kansas on April 25, 2008.
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TEAM FINANCIAL, INC.
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By:
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/S/ Robert J. Weatherbie
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Robert J. Weatherbie, Chairman
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and Chief Executive Officer
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/S/ Richard J. Tremblay
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Richard J.Tremblay,
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Chief Financial Officer
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6
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed by the
following persons on behalf of the Registrant and in the capacities indicated
on April 25, 2008.
SIGNATURES
Robert J. Weatherbie
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/S/ Robert J. Weatherbie
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Director, Chairman and
Chief Executive Officer
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April 25, 2008
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Richard J. Tremblay
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/S/ Richard J. Tremblay
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Director, Chief Financial
Officer
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April 25, 2008
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/s/ Carolyn S. Jacobs*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director, Treasurer
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April 25, 2008
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/s/ Gregory D. Sigman*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director
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April 25, 2008
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/s/ Connie D. Hart*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director
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April 25, 2008
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/s/ Harold G. Sevy*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director
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April 25, 2008
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/s/ Denis A. Kurtenbach*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director
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April 25, 2008
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/s/ Keith B. Edquist*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director
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April 25, 2008
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/s/ Kenneth L. Smith*
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By:
Robert J. Weatherbie
Attorney-in-Fact
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Director
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April 25, 2008
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7
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