Crossfirst Bankshares Inc.

10/26/2021 | Press release | Distributed by Public on 10/26/2021 14:41

Initial Registration Statement for Employee Benefit Plan (Form S-8)

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As filed with the Securities and Exchange Commission on October 26,2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATIONSTATEMENT
UNDER THE SECURITIES ACT OF 1933
CROSSFIRST BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Kansas
26-3212879
(State or other jurisdiction of Incorporation or organization)
(I.R.S. Employer Identification No.)
11440 TomahawkCreek Parkway
Leawood, KS
66211
(Address of Principal Executive Offices)
(Zip Code)
CROSSFIRST BANKSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Aisha Reynolds
General Counsel & Corporate Secretary
11440 TomahawkCreek Parkway
Leawood, Kansas 66211
(Name and address of agent for service)
(913) 312-6822
(Telephone number,including area code, of agent for service)
with copies of communications to:
C. Robert Monroe, Esq.
James S. Swenson, Esq.
B. Scott Gootee, Esq.
Stinson LLP
1201 Walnut,Suite 2900
Kansas City, Missouri 64106
(816) 842-8600
Indicatebycheckmarkwhethertheregistrantisalargeacceleratedfiler,anacceleratedfiler,anon-acceleratedfiler,asmallerreporting
company oran emerginggrowth company.See thedefinitions of"large accelerated filer,""accelerated filer,""smaller reportingcompany,"
and "emerging growth company" in Rule 12b-2 ofthe Exchange Act.
Large accelerated filer
□
Accelerated filer
☒
Non-accelerated filer
□
Smaller reporting company
□
Emerging growth company
☒
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)
of the Securities Act.
□
CALCULATION OF REGISTRATIONFEE
Title of securities to be registered
Amount to be
registered(1)
Proposed
maximum
offering price
per share(2)
Proposed
maximum
aggregate offering
price(2)
Amount of
registration fee
Common Stock, par value $0.01 per share
750,000
$14.36
$10,770,000
$998.38
(1)
This Registration Statement on Form S-8 (this "Registration Statement")covers an aggregate of 750,000 additional shares of common
stock, par value $0.01 per share (the "Common Stock") of CrossFirst Bankshares,Inc., a Kansas corporation (the "Company" or
"Registrant"), reserved for issuance under the CrossFirst Bankshares,Inc. Employee Stock Purchase Plan (the "Plan"). Pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this RegistrationStatement also covers an indeterminate
number of additional shares of Common Stock that become issuable underthe Plan as may be necessary to adjust the number of shares
being offered or issued pursuant to the Plan as a result of stocksplits, stock dividends or similar transactions.
(2)
The proposed maximum offering price per share andthe proposed maximum aggregate offering price have been estimated solely forthe
purpose of calculating the registration fee pursuant to paragraphs (c)and (h)(1) of Rule 457 under the Securities Act and are based upon
the average of the high and low prices of the Registrant's Common Stock reportedon the Nasdaq Global Select Market on October 22,
2021.
EXPLANATORYNOTE
This Registration Statement on Form S-8 is being filed by the Company for purposesof registering an additional
750,000 shares of Common Stock reserved for issuance under the Plan,as approved by the Company's stockholders at the
Company's 2021 annual meeting of stockholders.
Pursuant to General Instruction E to Form S-8, this Registration Statement incorporatesby reference the contents of
the Registration Statement on Form S-8 (File No. 333-239636) filed bythe Company with the Securities and Exchange
Commission on July 2, 2020.
PARTII
INFORMATION REQUIREDIN THE REGISTRATIONSTATEMENT
Item 8.Exhibits.
Exhibit
No.
Description
5.1
Opinion of Stinson LLP regarding legality
23.1
Consent of BKD, LLP
23.2
Consent of Stinson LLP (included in Exhibit 5.1)
24.1
Power of Attorney (included in the signature page to this Registration Statement)
99.2
First Amendment to the CrossFirst Bankshares, Inc. Employee StockPurchase Plan
____________________
*Incorporated herein by reference as indicated.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies thatit has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly causedthis Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in theCity of Leawood, State of Kansas, on this 26th day
of October,2021.
CROSSFIRST BANKSHARES, INC.
By:
/s/ Michael J. Maddox
Michael J. Maddox
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each personwhose signature appears below constitutes and
appoints Michael J.Maddox,Benjamin R. Clouse and Aisha Reynolds, and each of them (with full powerto each of them to
act alone), his or her true and lawful attorneys-in-fact and agents, with full power ofsubstitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign anyand all amendments (including, without
limitation, post-effective amendments)to this Registration Statement on Form S-8 and to file the same with all exhibits
thereto, and all documents in connection therewith, with the Securities andExchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authorityto do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he mightor could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, ortheir or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may beexecuted in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statementhas been signed by the
following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ Rod Brenneman
Rod Brenneman
Director (Chairman)
October 26, 2021
/s/ Michael J. Maddox
Michael J. Maddox
Director, President and Chief Executive Officer(Principal
Executive Officer)
October 26, 2021
/s/ Benjamin R. Clouse
Benjamin R. Clouse
/s/ David O'Toole
David O'Toole
Chief Financial Officer (Principal Financial and Accounting
Officer)
Director
October 26, 2021
October 26, 2021
/s/ George Bruce
George Bruce
Director
October 26, 2021
/s/ Steven W. Caple
Steven W.Caple
Director
October 26, 2021
/s/ Ron Geist
Ron Geist
Director
October 26, 2021
/s/ Jennifer Grigsby
Jennifer Grigsby
Director
October 26, 2021
/s/ George E. Hansen III
George E. Hansen III
Director
October 26, 2021
/s/ Lance Humphreys
Lance Humphreys
Director
October 26, 2021
/s/ Mason King
Mason King
Director
October 26, 2021
/s/ James Kuykendall
James Kuykendall
Director
October 26, 2021
/s/ Kevin Rauckman
Kevin Rauckman
Director
October 26, 2021
/s/ Michael Robinson
Michael Robinson
Director
October 26, 2021
/s/ Grey Stogner
Grey Stogner
Director
October 26, 2021
/s/ Stephen K. Swinson
Stephen K. Swinson
Director
October 26, 2021