S-8 1 forms8esppincreaseina.htm S-8 forms8esppincreaseina
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
REGISTRATION
 
STATEMENT
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 Tomahawk
 
Creek 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 Tomahawk
 
Creek 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
 
Indicate
 
by
 
check
 
mark
 
whether
 
the
 
registrant
 
is
 
a
 
large
 
accelerated
 
filer,
 
an
 
accelerated
 
filer,
 
a
 
non-accelerated
 
filer,
 
a
 
smaller
 
reporting
company or
 
an emerging
 
growth company.
 
See the
 
definitions of
 
"large accelera
 
ted filer,
 
"
 
"accelerated filer,
 
"
 
"smaller reporting
 
company,"
and "emerging growth company" in Rule 12b-2 of
 
the 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 standards
 
provided pursuant to Section 7(a)(2)(B)
of the Securities Act.
□
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CALCULATION OF REGISTRATION
 
FEE
 
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 Registration
 
Statement also covers an indeterminate
number of additional shares of Common Stock that become issuable under
 
the Plan as may be necessary to adjust the number of shares
being offered or issued pursuant to the Plan as a result of stock
 
splits, stock dividends or similar transactions.
(2)
The proposed maximum offering price per share and
 
the proposed maximum aggregate offering price have been estimated solely for
 
the
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 reported
 
on the Nasdaq Global Select Market on October 22,
2021.
EXPLANATORY
 
NOTE
 
This Registration Statement on Form S-8 is being filed by the Company for purposes
 
of 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 incorporates
 
by reference the contents of
the Registration Statement on Form S-8 (File No. 333-239636) filed by
 
the Company with the Securities and Exchange
Commission on July 2, 2020.
 
 
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 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
 
City 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 person
 
whose signature appears below constitutes and
appoints Michael J.
 
Maddox,
 
Benjamin R. Clouse and Aisha Reynolds, and each of them (with full power
 
to each of them to
act alone), his or her true and lawful attorneys-in-fact and agents, with full power of
 
substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any
 
and 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 and
 
Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
 
to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he might
 
or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
 
their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be
 
executed in counterparts.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
 
has 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