View:
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
(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
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
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
No.
Description
____________________
* Incorporated herein by reference as indicated.
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
Exhibit 5.1
October 26, 2021
CrossFirst Bankshares, Inc.
11440 Tomahawk Creek Parkway
Leawood, Kansas 66211
Re: Issuance of Securities Covered by Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to CrossFirst Bankshares, Inc., a Kansas corporation (the "Company"), in
connection with the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") by the Company on or about the date hereof under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to up to 750,000 shares (the "Shares") of the
Company's common stock, $0.01 par value per share (the "Common Stock"), to be issued pursuant to the Company's
Employee Stock Purchase Plan (the "Plan"). The Registration Statement also relates to such additional shares of
Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (collectively with the
Shares, the "Securities").
In connection with this opinion, we have examined the Registration Statement and originals or copies,
certified or otherwise identified to our satisfaction, of such records, agreements and instruments of the Company,
certificates of public officials and of officers of the Company and such other documents and records, and such
matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed, including the
Company's Articles of Incorporation, as amended (the "Charter"), and the Company's Bylaws (the "Bylaws").
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered. As to any facts material to the opinion expressed herein
which we have not independently established or verified, we have relied upon the statements and representations of
officers and other representatives of the Company and others. This opinion assumes that the provisions of the Charter
and the Bylaws will not be amended after the date hereof. This opinion further assumes compliance both in the past
and in the future with the terms of the Plan by the Company and its employees, officers, board of directors and any
committee appointed to administer the Plan.
We express no opinion as to matters under or involving the laws of any jurisdiction other than the Kansas
General Corporation Code (including the statutory provisions, the applicable provisions of the Kansas Constitution
and reported judicial decisions interpreting the foregoing). We advise you that the issues addressed by this opinion
may be governed in whole or in part by other laws, and we express no opinion as to whether any relevant difference
exists between the laws upon which our opinion is based and any other laws that may actually govern.
Based upon and subject to the foregoing, and having regard for such legal considerations as we have deemed
relevant, upon the issuance and sale of said Securities for the consideration and upon the terms and conditions set
forth in the Plan, said Securities will be legally issued, fully paid and non-assessable.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied
beyond that expressly stated herein. This opinion is rendered on the date hereof and we have no continuing obligation
hereunder to inform you of changes of law, including judicial interpretations of law, or of facts of which we become
aware after the date hereof.
We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules of the Commission.
CrossFirst Bankshares, Inc.
October 26, 2021
Page 2
Very truly yours,
STINSON LLP
/s/ Stinson LLP
Consent of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors and Audit Committee
CrossFirst Bankshares, Inc.
Leawood, Kansas
We consent to the incorporation by reference in this Registration Statement on Form S-8 of CrossFirst
Bankshares, Inc. (the “Company”), of our report dated February 26, 2021, on our audits of the
consolidated financial statements of the Company as of December 31, 2020 and 2019, and for each of the
years in the three-year period ended December 31, 2020.
/s/ BKD, LLP
Kansas City, Missouri
October 26, 2021
Exhibit 99.2
FIRST AMENDMENT TO
THE CROSSFIRST BANKSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
As Amended and Restated Effective May 11, 2021
Plan (the “Plan”) and at the direction of the Compensation Committee of the Board of Directors,
CrossFirst Bankshares, Inc. (the “Company”) hereby amends the Plan as follows:
1.
13.1 Number of shares of Common Stock. A total of 950,000 shares of Common Stock have been
reserved as authorized for the grant of options under the Plan. The shares of Common Stock may be newly
issued shares of Common Stock or shares of Common Stock acquired from other stockholders.
2.
IN WITNESS WHEREOF
, the Company has caused this First Amendment to be executed on the
date set forth above.
CrossFirst Bankshares, Inc.
By:
Michael J. Maddox
Chief Executive Officer