Team Financial Inc /Ks - Amended Current report filing (8-K/A)
June 03 2008 - 5:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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))
TABLE OF CONTENTS
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.
Section 9
Financial Statements and Exhibits
Item 9.01
Financial
Statements and Exhibits
(d) Exhibits
Signature
Exhibit-17.1 Letter
from Resigning Director (Received by Registrant on May 20, 2008)*
Exhibit-17.2 Letter
from Resigning Director (Received by Registrant on May 30, 2008)
*Filed with Registrants Current Report on Form 8-K
filed on May 27, 2008.
2
Explanatory Note
Team Financial, Inc.
(the Company) hereby amends its Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 27, 2008 (the Original 8-K),
to (i) amend Item 5.02 and (ii) amend Item 9.01 of Form 8-K to
include the attached Exhibit 17.2 Letter from Keith B. Edquist, dated
and received by the Company on May 30, 2008. This Amendment No. 1 to Current Report
on Form 8-K (this Amendment) is being filed pursuant Section (a)(3) of
Item 5.02.
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),
(a)(2) and (a)(3). As reported in
the Original 8-K, in a letter dated May 20, 2008 (the Resignation Letter),
Keith B. Edquist resigned from the Board of Directors (the Board) of the
Company.
The
Resignation Letter was attached to the Original 8-K as Exhibit 17.1, and
in the body of the Original 8-K, the Company addressed and responded to Mr. Edquists
Resignation Letter. The Original 8-K
also discussed certain facts concerning Mr. Edquists position as a
director of the Company and the election, by the Board, of Mr. Edquists
successor, Robert M. Blachly, including Mr. Blachlys committee
assignments, all as required by Section (a)(1), (a)(2) and (d) of
Item 5.02 of Form 8-K.
(a)(3). As
required by Section (a)(3)(i) of Item 5.02 of Form 8-K, on May 27,
2007, the Company, through its counsel, provided to Mr. Edquist a copy of
the Original 8-K and, pursuant to Section (a)(3)(ii), provided Mr. Edquist
with the opportunity to provide a letter setting forth any disagreements he had
with the statement made by the Company in the Original 8-K.
As
provided by Section (a)(3)(ii), Mr. Edquist sent the above-referenced
letter (received by the Company on May 30, 2008 and attached as Exhibit 17.2
hereto), taking note of the Companys response to his resignation letter and
standing by his original description of events concerning his Board committee
assignments.
The
Company believes Mr. Edquists concerns are self-serving statements of his
and in substance are simply his disagreements with the business judgment duly
and properly exercised by the Board in determining committee assignments and
executive compensation. The Company notes
that Mr. Edquist has publicly announced his intent to solicit proxies to
seat three directors at this years annual meeting of shareholders.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
3
(a) Financial Statements of
businesses acquired:
Not
applicable.
(b) Pro Forma financial
information:
Not
applicable.
(c)
Shell company transactions:
Not applicable.
(d)
Exhibits:
Exhibit No.
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Description
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17.1
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Letter, dated and
received May 20, 2008, from Keith B. Edquist to Robert J. Weatherbie.
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17.2
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Letter, dated and
received May 30, 2008, from Keith B. Edquist to Robert J. Weatherbie.
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*
Filed with Registrants Current Report on Form 8-K
filed on May 27, 2008
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: June 3, 2008
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5
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