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As filed with the Securities and Exchange Commission on March 9, 2004

Registration No. 333-      



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

 

48-10117164
(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)


Copies of communications to:

Reid A. Godbolt, Esq.
David A. Thayer, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE


 

 

 


 

 


 

 


 

 


Title of each
class of Securities
to be registered

  Amount to be
registered

  Proposed maximum Offering price
per share

  Proposed maximum
Aggregate
Offering price

  Amount of
Registration fee


Common Stock   500,000   $12.50   $6,250,000   $792(1)

(1)
Calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended.




        Pursuant to General Instruction E of Form S-8, Team Financial, Inc. hereby registers an additional 500,000 shares of its Common Stock issuable pursuant to its Employee Stock Ownership Plan and hereby incorporates by reference the contents of its Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on December 3, 2001 and as amended (SEC file #333-74424).


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 securities(1)

10.11

 

Team Financial, Inc. Employee Stock Ownership Plan Summary(2)

23.1

 

Consent of KPMG LLP(1)

23.2

 

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

(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.

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 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 February 24, 2004.


 

 

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 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

 

Director, Chairman and Chief
Executive Officer (Principal Executive Officer)

 

February 24, 2004

By:

/s/  
MICHAEL L. GIBSON      
Michael L. Gibson

 

Director, President of Investments
and Chief Financial Officer

 

February 24, 2004

By:

/s/  
MONTIE K. TAYLOR      
Montie K. Taylor

 

Director

 

February 24, 2004

By:

/s/  
R.G. (GARY) KILKENNY      
R.G. (Gary) Kilkenny

 

Director

 

February 24, 2004

By:

/s/  
CAROLYN S. JACOBS      
Carolyn S. Jacobs

 

Director

 

February 24, 2004

By:

/s/  
NEIL BLAKEMAN      
Neil Blakeman

 

Director

 

February 24, 2004

By:

/s/  
DENIS A. KURTENBACH      
Denis A. Kurtenbach

 

Director

 

February 24, 2004

By:

/s/  
KEITH B. EDQUIST      
Keith B. Edquist

 

Director

 

February 24, 2004

3



EXHIBIT INDEX

Exhibit
Number

  Description
5.1   Opinion of Jones & Keller, P.C. regarding legality of securities(1)

10.11

 

Team Financial, Inc. Employee Stock Ownership Plan Summary(2)

23.1

 

Consent of KPMG LLP(1)

23.2

 

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

(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.

4




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EXHIBIT INDEX