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As filed with the Securities and Exchange Commission on July 12, 2002

Registration No. 333-74424



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


TEAM FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

Kansas   48-1017164
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

8 West Peoria, Suite 200
Paola, Kansas 66071
(913) 294-9667
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)


EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)


Robert J. Weatherbie, Chief Executive Officer
Team Financial, Inc.
8 West Peoria, Suite 200
Paola, Kansas 66071
(913) 294-9667
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies of communications to:

David A. Thayer, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600


CALCULATION OF REGISTRATION FEE


Title of each class of
securities to be registered

  Amount to
be registered

  Proposed maximum
offering price
per share(1)

  Proposed maximum
aggregate
offering price

  Amount of
registration fee


Common Stock   1,177,753   $10.29   $12,119,078   $1,115

(1)
Calculated pursuant to Rule 457(c), equal to the closing price per share on July 10, 2002, as reported by the Nasdaq Stock Market.

        Pursuant to the undertakings included in Item 9(a) of this Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on December 3, 2001 (#333-74424) which is incorporated herein by reference, and as required by General Instruction E of Form S-8, Team Financial, Inc. hereby registers an additional 1,177,753 shares of its Common Stock issuable pursuant to its Employee Stock Ownership Plan.





Item 8. Exhibits.

        The following documents are filed as a part of this registration statement.

Exhibit
Number

  Description
5.1   Opinion of Jones & Keller, P.C. regarding legality of securities1

10.11

 

Team Financial, Inc. Employee Stock Ownership Plan Summary2

10.12

 

Team Financial, Inc. 1999 Stock Incentive Plan2

10.14

 

Team Financial, Inc. Employee Stock Purchase Plan2

23.1

 

Consent of KPMG LLP1

23.2

 

Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit 5).

24

 

Power of Attorney3

1
Filed herewith

2
Filed under the same exhibit number with Registration Statement on Form S-1, as amended (Registration Statement No. 333-76163 declared effective by the Commission on August 6, 2001) and incorporated herein by reference.

3
Previously filed.

2



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Paola, State of Kansas, on July 12, 2002.

  TEAM FINANCIAL, INC.

 

By:

 

/s/  
ROBERT J. WEATHERBIE      
Robert J. Weatherbie, Chairman and
Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No.1 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 
  Signature
  Title
  Date

 

 

 

 

 

 

 
By:   /s/  ROBERT J. WEATHERBIE      
Robert J. Weatherbie
  Chairman of the Board of Directors, President and Chief Executive Officer
(Principal Executive Officer)
  July 12, 2002

By:

 

/s/  
MICHAEL L. GIBSON      
Michael L. Gibson

 

Chief Financial Officer and a Director
(Principal Financial and Accounting Officer)

 

July 12, 2002

By:

 

/s/  
ROBERT J. WEATHERBIE      
Power of Attorney for Montie K. Taylor

 

Vice President and a Director

 

July 12, 2002

By:

 

/s/  
ROBERT J. WEATHERBIE      
Power of Attorney for R.G. (Gary) Kilkenny

 

Director

 

July 12, 2002

By:

 

/s/  
ROBERT J. WEATHERBIE      
Power of Attorney for Carolyn S. Jacobs

 

Director

 

July 12, 2002

By:

 

/s/  
ROBERT J. WEATHERBIE      
Power of Attorney for Neil Blakeman

 

Director

 

July 12, 2002

By:

 

/s/  
ROBERT J. WEATHERBIE      
Power of Attorney for Denis A. Kurtenbach

 

Director

 

July 12, 2002

By:

 

  

Keith B. Edquist

 

Director

 

July 12, 2002

3



EXHIBIT INDEX

Exhibit
Number

  Description
5.1   Opinion of Jones & Keller, P.C. regarding legality of additional securities.

23.1

 

Consent of KPMG LLP

23.2

 

Consent of Jones & Keller, P.C. (included in their opinion filed as Exhibit 5.1).

4




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SIGNATURES
EXHIBIT INDEX