Team Financial Inc /Ks - Current report filing (8-K)
June 18 2008 - 5:16PM
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
June 13, 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))
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On June 16, 2008 Team
Financial, Inc. (the Company, our or we) entered into an agreement
(the Agreement) with several stockholders known as Bicknell Group, who are a
group as defined in Rule 13d-5 promulgated by the Securities and Exchange
Commission. The Agreement addresses several corporate governance matters
relating to the Company. The following is a summary of the Agreement which is
qualified by reference to the Agreement, which is attached hereto as Exhibit 10.1. Under the Agreement, the Company agreed to
postpone or adjourn its 2008 Annual Meeting of Stockholders in order to
resolicit proxies for a revised slate of Class III Director nominees to be
elected at a reconvened meeting. It is
expected the reconvened meeting will be held within sixty (60) days. The
Bicknell Group has agreed to vote in favor of the revised slate to be nominated
by the Company which includes existing director, Robert Blachly; former chief
financial officer and director of the Company, Richard J. Tremblay; and Jeffery
L. Renner, a current non-management nominee to the Board of Directors. Those
nominations are subject to non-objection by the Companys banking regulator in
the case of Mr. Tremblay and Mr. Renner, and their willingness to
serve. Should either nominee decline to stand for nomination to the Board, the
Companys Nominating Committee will propose different nominees that possess
adequate business experience, who will qualify as independent directors, and
who do not have a relationship with the Bicknell Group, the Company, or any of
the Companys executive officers that would impair their independence.
In conjunction with the
Agreement, Carolyn Jacobs and Denis Kurtenbach have declined to stand for
nomination as Class III directors.
In addition, independent director, Harold G. Sevy, Jr. has agreed
to tender his resignation as a director effective no later than the reconvened
meeting so that the number of Board positions will be reduced to eight
directors.
In addition, the Agreement
provides that the Companys Strategic Planning Committee of the Board will be
reconstituted to consist of Connie Hart, Jeffery Renner and Richard Tremblay,
with Ms. Hart serving as chairperson.
Also the Audit Committee of the Board will be composed of Greg Sigman,
who will serve as chairperson, Connie Hart and Jeffery Renner. The Nominating Committee will be composed of
Robert Blachly, who will be the chairperson, Gregory Sigman and Kenneth
Smith. The Compensation Committee will
be composed of Kenneth Smith, who will be chairperson, Connie Hart and Jeffery
Renner. All other directors will have
the right to participate in committee meetings, as observers, consistent with
regulatory requirements and committee charters.
The Company also agreed to not
extend its Rights Agreement with American Securities Transfer & Trust, Inc.,
as rights agent, beyond the expiration date of June 3, 2009 or adopt any
similar agreement without stockholder approval.
The Company further agreed to seek to eliminate its classification of
the Board of Directors so that annually all directors will stand for
re-election. This proposal to declassify
the Board is to be presented to the stockholders at the 2009 Annual Meeting.
Under the Agreement, the
Company will move forward with its plan to have Connie Hart, an independent
director, become chairperson of the Board, as previously announced.
The Bicknell Group, which owns
427,025 shares of common stock, or 11.9% of the outstanding shares, agreed to
refrain from any tender offer, exchange offer, merger or
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business combination with the
Company as well as to refrain from any solicitation of proxies until the
earlier of the 2009 Annual Meeting or June 30, 2009. Also, prior to the 2009 Annual Meeting, the
Bicknell Group agreed not to propose any matter to submission to the Companys
stockholders or to seek to amend any provision of the Companys Articles of
Incorporation or bylaws.
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.
See the discussion under Item
1.01 relating to the departure of certain directors and the appointment of an
independent Chairperson of the Board.
Section 8 Other Events
Item 8.01 Other Events.
(1) On June 13, 2008, the
Board of Directors of the Company officially received from its primary
regulator, the Kansas City regional office of the Federal Reserve Bank, a
letter dated June 13, 2008, which is similar to those issued by the Office
of the Comptroller on April 24, 2008 with respect to the Companys
subsidiary banks. As is customary, the
letter provides that the Company is under similar regulatory conditions as
those of its subsidiary banks, including prior regulatory notification of
changes in senior management and the Board of Directors and restrictions on
severance payments to officers, directors and employees.
The restrictions provide in
substance that the Company must notify the Federal Reserve Bank of Kansas City
30 days before adding or replacing a member of the Board of Directors. The Company must also obtain advance written
approval from the applicable regulators prior to employing any, or promoting
any existing employee as a senior executive officer, and the Company may not,
except under certain circumstances, enter into any agreements to make severance
or indemnification payments or make any such payments to institution-affiliated
parties. The Company expects to
cooperate with the regulatory agencies to address any concerns. For this
reason, the required notice to approve Mr. Renner and Mr. Tremblay as directors
of the Company is expected to be provided to the Federal Reserve Bank of Kansas
City in the near future.
In addition, as a result of the
letter, the Company will only be permitted to engage in activities permissible
for bank holding companies under the Federal Bank Holding Company Act, which
it has done since early 2005, and expects to do so for the foreseeable future.
The Company will not engage in any activities permissible only to financial
holding companies, such as owning and operating a broker-dealer or an
insurance-related business as defined in the Bank Holding Company Act and the
Company intends to reclassify as a bank holding company with the Federal
Reserve Bank in the near future.
(2) On June 17, 2008 the
Company issued a press release which is attached as Exhibit A - to Exhibit 10.1
hereto.. The press release shall be deemed to be furnished rather than filed.
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:
Exhibit No.
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Description
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10.1
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Agreement
dated June 16, 2008, between Team Financial, Inc. and the Bicknell
Group. (Other than Exhibit A which shall be deemed to be furnished rather
than filed.)
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SIGNATURES
Pursuant to the requirement
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/
Robert J. Weatherbie
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Robert J.
Weatherbie,
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Chairman and
Chief Executive Officer
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Date:
June 18, 2008
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