Team Financial Inc /Ks - Current report filing (8-K)
May 27 2008 - 5:01PM
Edgar (US Regulatory)
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 20,
2008
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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(IRS 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)
(913) 294-9667
Registrants telephone number,
including area code
Not Applicable
(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:
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))
Section 5 - Corporate Governance
and Management
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(a)(1)(2)
On Tuesday May 20, 2008, Keith B. Edquist resigned from the Board of
Directors (the Board) of Team Financial, Inc. (the Company).
Mr. Edquist
had served as a director of the Company since 2002. During his six-year tenure, he served on
various committees of the Board including the Audit Committee, the Compensation
Committee, and the Nominating Committee.
Mr. Edquist was a member of the Companys independent directors
group, which meets quarterly and provides guidance and oversight to the Board
and management. Mr. Edquists term
as a director was scheduled to expire at this years annual shareholders
meeting on June 17, 2008, as on March 5,
2008, the Nominating Committee of the Board, which is
comprised solely of independent directors, determined that Mr. Edquist
would not be nominated for reelection as a director.
According
to Mr. Edquists letter of resignation (attached as Exhibit 17.1 to
this Form 8-K), he disagrees with the Companys corporate governance
culture, believes that the Companys performance is inadequate, and has concerns
over the Companys compensatory arrangements with some of its executive
officers, particularly in light of the Companys performance. Additionally, because of his concerns
regarding the management of the Company, Mr. Edquist expressed his present
intention to nominate himself and two other individuals for election to the
Board at the Companys annual shareholders meeting to be held on June 17,
2008 and believes that his resignation from the Board was necessary to avoid
the appearance of a conflict of interest before he can engage in a proxy
contest opposing the Board nominees selected by the Company.
The
Company, its Board, and the various committees of the Board adhere to the
corporate governance practices established by the Board and they believe that
all actions taken by the Board and the various committees of the Board have
been in the best interest of shareholders. The Company disagrees with Mr. Edquists
conclusion that he was relieved of his Board committee responsibilites ...when
I objected to the Chairman of the Compensation Committees procedures. The Compensation Committee, which is
comprised solely of independent directors, diligently examines appropriate
compensation levels for the Companys named executive officers. Compensation is reviewed annually and is tied
to Company performance through numerous factors including asset growth, return
on average equity, earnings growth compared to the prior years performance,
and strategic positioning of the Company for the future. The philosophies and practices relating to
the compensation of named executive officers are described in more detail in
proxy statements sent to shareholders.
(d)(1)
On May 24, 2008 the Companys Board of Directors convened and, among other
things, appointed Robert M. Blachly to the Board of Directors, effective
immediately, to succeed Keith Edquist in his position as a Director. Mr. Blachly is a graduate of the
University of Kansas with a Bachelor of Science degree in Business
Administration. He serves as an Executive
Vice President of The Industrial Fumigant Company in Olathe, Kansas, where he
has served in various progressive capacities since 1976. Mr. Blachly has served as a director of
TeamBank, N.A. since August 2006, and continues to serve in that capacity. As a member of the TeamBank, N.A. Board of
Directors, Mr. Blachly has served as a member of the Board Loan
Committee. As a member of the Board of
Directors of the Company, Mr. Blachly will serve on the Companys
Executive Committee. There have been no transactions
of Mr. Blachly with management or others that would be reportable under
Item 404(a) of Regulation S-K.
3
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a)
Financial Statements of businesses
acquired:
Not
applicable.
(b)
Pro Forma financial information:
Not
applicable.
(c)
Shell company transactions:
Not
applicable.
(d)
Exhibits:
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Exhibit No.
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Description
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17.1
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Letter dated
May 20, 2008, from Keith B. Edquist to Robert J. Weatherbie resigning
from the Board of Directors.
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4
SIGNATURE
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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By:
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/s/ Bruce R. Vance
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Bruce R. Vance
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Interim Chief Financial
Officer
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Date: May 27,
2008
5
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