<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
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_________________________
HF FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 46-0418532
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
_________________________
225 SOUTH MAIN AVENUE
SIOUX FALLS, SOUTH DAKOTA 57117
(605) 333-7556
(Address and telephone number of principal executive offices)
_________________________
HF FINANCIAL CORP. 1996 DIRECTOR RESTRICTED STOCK PLAN
(Full title of the Plan)
Curtis L. Hage
Chief Executive Officer
225 South Main Avenue
Sioux Falls, SD 57117
(605) 333-7556
(Name, address and telephone number of agent for service)
_________________________
Approximate date of proposed commencement of sales pursuant to the Plan:
From time to time after this Registration Statement becomes effective.
_________________________
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1)(2) price (1)(2) fee (2)
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- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 $31.25 $1,562,500 $473
par value $.01
</TABLE>
--------------------
(1) Consists of an aggregate of 50,000 shares of Common Stock that may be
issued under one or more offerings to be made from time to time under
the HF Financial Corp. 1996 Director Restricted Stock Plan (the
"Plan"). Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate number of shares
which may be offered or sold pursuant to the Plan as a result of the
operation of the 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.
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the document containing the information specified in Part I of Form S-8 will be
distributed to persons who receive restricted stock under the HF Financial Corp.
1996 Director Restricted Stock Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission ("Commission"). The following documents, which have
been filed by the Company with the Commission pursuant to the Exchange Act
(File No. 0-19772), are incorporated by reference in this registration
statement:
(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1997;
(b) All other reports and documents filed by the Company under
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act") since the filing of the most recent Annual
Report on Form 10-K; and
(c) The description of the Company's common stock, par value
$.01 per share, contained in the Company's Registration Statement on
Form 8-A declared effective by the Commission as of March 2, 1992.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered under the Plan is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
3
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article NINTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
liabilities, judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article NINTH also provides for
the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities, excluding
certain liabilities under the Securities Act.
4
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Specimen form of Common Stock Certificate (1)
4.2 HF Financial Corp. 1996 Director Restricted Stock Plan (2)
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.
(contained in Exhibit 5.1 of this Registration Statement).
</TABLE>
- --------------------
(1) Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (Reg. No. 33-44383).
(2) Incorporated by reference to the exhibits filed with the Company's Annual
Report on Form 10-K for the Year Ended June 30, 1997.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration or any
material change to such information in the Registration Statement;
5
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE>
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
------------------------------------
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.
SIGNATURE CAPACITY DATE
/s/ Curtis L. Hage Chairman, President and Chief April 15, 1998
- ------------------------ Executive Officer
Curtis L. Hage
/s/ Donald F. Bertsch Chief Financial Officer April 15, 1998
- ------------------------ (Principal Financial and
Donald F. Bertsch Accounting Officer)
/s/ Paul J. Hallem Director April 15, 1998
- ------------------------
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
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
4.1 Specimen form of Common Stock Certificate (1) --
4.2 HF Financial Corp. 1996 Director Restricted Stock Plan (2) --
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 9
23.1 Consent of McGladrey & Pullen, LLP 10
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. --
(Exhibit 5.1 to this Registration Statement)
</TABLE>
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(1) Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (Reg. No. 33-44383).
(2) Incorporated by reference to the exhibits filed with the Company's Annual
Report on Form 10-K for the Year Ended June 30, 1997.
8
<PAGE>
April 16, 1998
HF FINANCIAL CORP. EXHIBIT 5.1
225 South Main Avenue
Sioux Falls, SD 57102
Re: HF Financial Corp. 1996 Director Restricted Stock 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 50,000 additional Shares
("Shares") of the Common Stock, $.01 par value per share ("Common Stock"), of HF
Financial Corp. ("Company"), which may be issued under the HF Financial Corp.
1996 Director Restricted Stock 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.
9
<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
10
