<PAGE>
As filed with the Securities & Exchange Commission on April 16, 1998
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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HF FINANCIAL CORP.
(Exact name of issuer as specified in its charter)
Delaware 46-0418532
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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225 SOUTH MAIN AVENUE
SIOUX FALLS, SOUTH DAKOTA 57102
(605) 333-7556
(Address and telephone number of principal executive offices)
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1991 STOCK OPTION AND INCENTIVE PLAN
(Full title of the Plan)
Curtis L. Hage, Chief Executive Officer
225 South Main Avenue
Sioux Falls, South Dakota 57102
(Name and address of agent for service)
(605) 333-7556
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered (1) per share (2) price (2) fee (2)
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<S> <C> <C> <C> <C>
Common Stock, 250,000 $31.25 $7,812,500 $2,367
$.01 par value
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of shares
to be offered or sold pursuant to the 1991 Stock Option and Incentive
Plan as a result of the operation of provisions of the Plan intended to
prevent dilution in the event of stock splits, consolidations or similar
changes in capital stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of Regulation C. The price used is the
average of the high and low sales prices of the Common Stock on the NASDAQ
National Market on April 9, 1998.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("1934 Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission ("Commission"). As this Registration Statement relates to the
registration of additional securities under a previously filed registration
statement on Form S-8, the following document, which has been filed by the
Company with the Commission pursuant to the 1934 Act (File No. 0-19772), is
incorporated by reference in this registration statement:
The registration of the Company's Common Stock on Form S-8 (File
No. 33-56414).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing such documents.
EXHIBITS
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (Exhibit 5.1
to this Registration Statement)
2
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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 Sioux Falls, State of South Dakota,
on this 15th day of April, 1998.
HF FINANCIAL CORP.
By /s/ Curtis L. Hage
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Curtis L. Hage
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Curtis L. Hage and Donald F. Bertsch, and each
or either one of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and resubstitution, for him
and in his name, place, and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, 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, each
acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Curtis L. Hage Chairman, President and Chief Executive Officer April 15, 1998
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Curtis L. Hage
/s/ Donald F. Bertsch Chief Financial Officer (Principal Financial and April 15, 1998
- ------------------------- Accounting Officer)
Donald F. Bertsch
/s/ Paul J. Hallem Director April 15, 1998
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Paul J. Hallem
/s/ Robert L. Hanson Director April 15, 1998
- -------------------------
Robert L. Hanson
/s/ Jeffrey G. Parker Director April 15, 1998
- -------------------------
Jeffrey G. Parker
Director April 15, 1998
- -------------------------
William G. Pederson
/s/ Thomas L. Van Wyhe Director April 15, 1998
- -------------------------
Thomas L. Van Wyhe
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 5
23.1 Consent of McGladrey & Pullen, LLP 6
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. --
(contained in Exhibit 5.1 to this Registration Statement)
</TABLE>
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4
<PAGE>
April 16, 1998
HF FINANCIAL CORP. EXHIBIT 5.1
225 South Main Avenue
Sioux Falls, SD 57102
Re: HF Financial Corp. 1991 Stock Option and Incentive Plan
Registration Statement on Form S-8
Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended ("Act"), of 250,000 additional
Shares ("Shares") of the Common Stock, $.01 par value per share ("Common
Stock"), of HF Financial Corp. ("Company"), which may be issued upon the
exercise of options granted under the HF Financial Corp. 1991 Stock Option
and Incentive Plan ("Plan"). We have examined such documents, certificates,
and records as we considered necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and non-assessable shares of the
Company's Common Stock.
We understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of a copy of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Gray, Plant, Mooty
Mooty & Bennett, P.A.
5
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 15, 1997 included in the HF
Financial Corp. Form 10-K for the year ended June 30, 1997.
Sioux Falls, South Dakota
April 16, 1998
/s/ McGladrey & Pullen, LLP
6
