- Current report filing (8-K)
November 26 2008 - 5:27PM
Edgar (US Regulatory)
Table
of Contents
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
November 20, 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))
Table
of Contents
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
November 21, 2008, Team Financial, Inc. (the Company), along with
the Companys wholly owned subsidiaries, Post Bancorp, Inc. and Team
Financial Acquisition Subsidiary, Inc., (collectively referred to as the Companies)
entered into a Written Agreement (the Written Agreement) with the Federal
Reserve Bank of Kansas City (the Federal Reserve Bank). The Company has
announced previously that it expected to enter into an agreement with the
Federal Reserve Bank. Among other things, the Written Agreement provides that
the Company will not declare or pay any dividends, take dividends from
TeamBank, N.A. or Colorado National Bank (the Banks), distribute any
interest, principal or other sums on subordinated debentures or trust preferred
securities, incur, increase, or guarantee any debt or purchase or redeem any
shares of Company stock without prior written approval of the Reserve Bank. Within
60 days, the Companies must also provide an acceptable written capital plan to
maintain sufficient capital at the consolidated organization and at each of the
Banks and a written statement of cash flow projections for 2009. The Written
Agreement also stipulates that the Companies will not increase or materially
modify any current service fee agreement or calculation between the Companies
and the Banks without prior written approval of the Federal Reserve Bank. The
Companies must also submit quarterly progress reports to the Federal Reserve
Bank detailing the Companys actions and progress in complying with the Written
Agreement. The foregoing description of the Written Agreement is qualified in
its entirety by reference to the terms of the Written Agreement, which is
attached hereto as Exhibit 10.1 and incorporated by reference herein. The
Company expects to work with the Federal Reserve Bank in seeking to meet the
requirements of the Written Agreement.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING.
As
a result of not filing its Periodic Report on Form 10-Q for the period
ended September 30, 2008, the Company received a Nasdaq Staff Deficiency Letter
on November 20, 2008 indicating that the Company fails to comply with the
requirement(s) for continued listing set forth in Marketplace Rule 4310(C)(14).
Pursuant to Nasdaq rules, the Company intends to provide Nasdaq with a plan to
regain compliance no later than January 20, 2009, with which the Company
will request an exception of the non-compliance. The Company intends to file
the delinquent report in the near future and also intends to make a public
announcement regarding this notice of failure to satisfy a continued listing
standard.
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.
On November 26, 2008 the Board of Directors appointed Sandra J.
Moll as Principal Executive Officer of the Company, effective November 1,
2008. Moll has served as the Interim President of TeamBank, N.A. since September 19,
2008 and also serves as a Director of the Company and as the Companys Chief
Operating Officer. Moll has served as an Executive Vice President, Operations
of Team Financial, Inc. for 4 years and Executive Vice President and Chief
Operations Officer for TeamBank, N.A., a $646 million wholly-owned subsidiary
of Team Financial, Inc., for 8 years, and has 19 years of cumulative
banking experience, including operations, lending and retail functions within
the banking industry. She holds a Bachelor of Science Degree from Missouri
Southern State College, attended the Graduate School of Banking at Colorado and
also attended the MBA program at the University of Kansas. Moll did not receive
any changes to her compensation as a result of the appointment. Molls husband,
David Moll is also employed by the Company as Director of Information
Technology.
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Table
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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 10.1 Written Agreement dated November 21, 2008
between the Federal Reserve Bank of Kansas City and Team Financial, Inc.,
Paola, Kansas.
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Table
of Contents
SIGNATURE
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/
Bruce R. Vance
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Bruce
R. Vance,
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Chief
Financial Officer
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Date: November 26,
2008
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Table
of Contents
Exhibit Index
Exhibit No.
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Description
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10.1
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Written
Agreement dated November 21, 2008 between the Federal Reserve Bank of
Kansas City and Team Financial, Inc., Paola, Kansas.
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