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As filed with the Securities and Exchange Commission on November 2, 2009

Registration No. 333-162018

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pre-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HF FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD 57104
(605) 333-7556
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Darrel L. Posegate
Executive Vice President, Chief Financial Officer and Treasurer
HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD 57104
(605) 333-7556
(Name, address, including zip code, and telephone number, including area code, of agent for service)

          Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

CALCULATION OF REGISTRATION FEE

(1)

Includes offering price of shares that the underwriter has the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(3)

Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the full amount of the registration fee of $873.00 is offset by $873.00 of the registration fee previously paid by the registrant with respect to securities of the registrant that were registered on Registration Statement No. 333-156400, which was initially filed on December 22, 2008 and was subsequently withdrawn.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2009

PROSPECTUS

$15,000,000

Common Stock

        We are offering $15,000,000 of our common stock, par value $0.01 per share. Our common stock is listed on The Nasdaq Global Market under the symbol "HFFC." On October 29, 2009, the last reported sale price of our common stock on The Nasdaq Global Market was $10.75 per share.

        You should read this prospectus carefully before you invest. Investing in our common stock involves a high degree of risk. See the section entitled "Risk Factors" beginning on page 18 of this prospectus for certain risks and uncertainties you should consider.

        We have granted the underwriter an option to purchase up to an additional                        shares of our common stock at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus to cover over-allotments, if any.

        None of the Securities and Exchange Commission, any state securities commission, nor any other governmental agency has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        These securities are not savings accounts, deposits or other obligations of any bank, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

        The underwriter expects to deliver the shares of common stock in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about                          , 2009.

The date of this prospectus is                         , 2009

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated herein by reference include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "optimism," "look-forward," "bright," "believe," "expect," "anticipate," "intend," "hope," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may," are intended to identify these forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

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adverse economic and market conditions of the financial services industry in general, including, without limitation, the credit markets;



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the effect of recent legislation to help stabilize the financial markets or the effect of the phase-out of existing recovery programs;



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future losses on our holdings of trust preferred securities;



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increase of non-performing loans and additional provisions for loan losses;



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the failure of assumptions underlying the establishment of reserves for loan losses and other estimates;



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the failure to maintain our reputation in our market area;



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prevailing economic, political and business conditions in South Dakota;



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the effects of competition from a wide variety of local, regional, national and other providers of financial services;



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compliance with existing and future banking laws and regulations, including, without limitation, regulatory capital requirements and FDIC insurance coverages and costs;



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changes in the availability and cost of credit and capital in the financial markets;



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the effects of FDIC deposit insurance premiums and assessments;



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the risks of changes in market interest rates on the composition and costs of deposits, loan demand, net interest income, and the values and liquidity of loan collateral, and our ability or inability to manage interest rate and other risks;



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changes in the prices, values and sales volumes of residential and commercial real estate;



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an extended period of low commodity prices, significantly reduced yields on crops, reduced levels of governmental assistance to the agricultural industry, and reduced farmland values;



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soundness of other financial institutions;



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the risks of future acquisitions and other expansion opportunities, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and expense savings from such transactions;



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security and operations risks associated with the use of technology;

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the loss of one or more of our key personnel, or the failure to attract, assimilate and retain other highly qualified personnel in the future;



•

changes in or interpretations of accounting standards, rules or principles; and



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other factors and risks described under "Risk Factors" set forth below.

        Forward-looking statements speak only as of the date they are made. Forward-looking statements are based upon management's then-current beliefs and assumptions, but management does not give any assurance that such beliefs and assumptions will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this prospectus or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. Based upon changing conditions, should any one or more of the above risks or uncertainties materialize, or should any of our underlying beliefs or assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statement.

        Forward-looking statements may be contained in this prospectus and the documents incorporated by reference herein under headings such as "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and "Business," among other places. Each investor interested in purchasing shares of our common stock in this offering should consider all of the risks and uncertainties disclosed in our filings with the Securities and Exchange Commission, or the SEC, described below under the heading "Where You Can Find More Information," each of which is accessible on the SEC's website at www.sec.gov.

ABOUT THIS PROSPECTUS

        You should rely only on the information contained in this prospectus and in the documents incorporated by reference herein. We have not, and the underwriter has not, authorized any other person to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriter is not, making an offer to sell our common stock in any jurisdiction in which the offer or sale is not permitted. You should assume that the information in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since such dates.

        Neither we, the underwriter, nor any of our officers, directors, agents or representatives, make any representation to you about the legality of an investment in our common stock. You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

        This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or jurisdiction where it would not be lawful or where the person making the offer is not qualified to do so.

        No action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this prospectus.

        Unless the context indicates otherwise, all references in this prospectus to "HF Financial," "we," "us," "our company" and "our" refer to HF Financial Corp. and its combined subsidiaries (including the Bank). References to the "Bank" are to Home Federal Bank, our wholly owned bank subsidiary.

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WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet on the investor relations page of our website at www.homefederal.com. Information on our website is not part of this prospectus. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. You can also obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us. Our SEC filings are also available to the public on the SEC's website at www.sec.gov.

        We have filed with the SEC a registration statement on Form S-1 (together with all amendments and exhibits thereto), the "Registration Statement," with respect to the shares of common stock offered by this prospectus. You may obtain a copy of the Registration Statement through the SEC's Public Reference Room described above. You may also access a copy of the Registration Statement at the SEC's website set forth above.

        This prospectus omits certain information contained in the Registration Statement in accordance with SEC rules and regulations. You should review the information and exhibits included in the Registration Statement for further information about us and the common stock we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the Registration Statement or that we otherwise filed with the SEC are not intended to be complete and are subject to and qualified in their entirety by reference to these filings. You should review the complete document to evaluate these statements.

        The SEC allows us to "incorporate by reference" information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered part of this prospectus. Any statement in this prospectus or incorporated by reference into this prospectus shall be automatically modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus prior to the termination of the offering.

        We incorporate by reference the documents listed below into this prospectus, except to the extent that any information contained in such filings is deemed "furnished" in accordance with SEC rules and not specifically incorporated by reference herein:

•

Our Annual Report on Form 10-K for the year ended June 30, 2009, filed with the SEC on September 18, 2009;



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Our Definitive Proxy Statement on Schedule 14A for our 2009 Annual Meeting of Stockholders, filed with the SEC on October 14, 2009; and



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Our Current Reports on Form 8-K filed with the SEC on July 27, 2009, July 28, 2009, August 17, 2009, August 31, 2009, October 6, 2009 and October 27, 2009 (including the information furnished in such Form 8-K under Item 2.02).

        These reports and documents contain important information about us, our business and our financial condition. Upon written or oral request, we will provide at no cost to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or

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documents that have been incorporated by reference in this prospectus but not delivered with this prospectus. Please direct such requests to:

HF Financial Corp.
225 South Main Avenue
Sioux Falls, SD 57104
Telephone: (605) 333-7556
Facsimile: (605) 333-7621
Attention: Corporate Secretary

        You may also view and print these reports and documents on the investor relations page of our website at www.homefederal.com. Neither our website nor the information on our website is included or incorporated in, or is a part of, this prospectus.

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PROSPECTUS SUMMARY

        This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus, as well as the information to which we refer you and the information incorporated by reference herein, before deciding whether to invest in our common stock. You should pay special attention to the "Risk Factors" section of this prospectus to determine whether an investment in our common stock is appropriate for you. Except as otherwise noted, all information in this prospectus assumes no exercise of the underwriter's over-allotment option.

HF Financial Corp.

Overview

        HF Financial Corp., a unitary thrift holding company and Delaware corporation, was formed in November 1991 for the purpose of owning all of the outstanding stock of the Bank, our principal banking subsidiary. We acquired all of the outstanding stock of the Bank on April 8, 1992. The Bank was founded in 1929 and is a federally chartered stock savings bank headquartered in Sioux Falls, South Dakota. The Bank provides full-service consumer and commercial business banking, including an array of financial products and services, to meet the needs of its marketplace. The Bank attracts deposits from the general public and uses such deposits, together with borrowings and other funds, to originate one- to four-family residential loans, commercial business loans, agriculture loans, consumer loans, multi-family and commercial real estate loans, and construction loans. We believe our financial strength is built upon conservative relationship banking with an emphasis on credit quality.

        We believe HF Financial has performed well despite the recent turmoil in the financial markets and the challenges currently facing the banking industry. We further believe that the Bank remains safe and sound and in a financial position to succeed in spite of the current economic crisis. Although the national economy has been under duress, our primary market area (South Dakota) appears to be currently faring better than most other areas of the country. We believe our conservative banking philosophy has been the foundation of our success and growth and it will continue to guide our future business strategies.

        Many factors have converged to draw us to access the capital markets at this time. Although the Bank did not engage in many of the practices that are widely believed to have contributed to the current financial crisis, such as sub-prime lending or "teaser-rate" adjustable-rate mortgages, we believe most financial institutions (including the Bank) have experienced the adverse effects of the crisis. In addition, we believe the banking industry will likely face pressure by regulatory agencies to promote increasingly conservative capital ratio requirements. We believe the creation and preservation of capital in today's market will make us stronger and position us to succeed amid the current economic environment, support our loan and deposit growth, maintain our valuable customer relationships, and provide for continued successful execution of our strategies. Our executive management team has successfully managed our credit risks through multiple economic and credit cycles and maintains a conservative mindset associated with traditional community banking.

        At June 30, 2009, HF Financial had total consolidated assets of approximately $1.2 billion, total deposits of approximately $837.9 million, total consolidated liabilities, including deposits, of approximately $1.1 billion and consolidated stockholders' equity of approximately $68.7 million.

        The Bank is subject to primary regulation and examination by the Office of Thrift Supervision, or "OTS." The Bank's deposits are insured up to applicable limits under the Deposit Insurance Fund, or "DIF," which is administered by the Federal Deposit Insurance Corporation, or "FDIC."

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        Through its trust department, the Bank acts as trustee, personal representative, administrator, guardian, custodian, agent, advisor and manager for various accounts. As of June 30, 2009, the trust department of the Bank maintained approximately $77.5 million in assets under management. Wealth management has become a strategic focus of the Bank, and the Bank has added expertise in portfolio management and business development to enhance this business line to drive future growth in assets under management and fee income.

        The Bank also purchases residential mortgage-backed securities and invests in U.S. Government and agency obligations and other permissible investments. The Bank receives loan servicing income on loans serviced for others and commission income from credit life insurance on consumer loans. The Bank, through its wholly owned subsidiaries, offers annuities, mutual funds, life insurance and other financial products and services, as well as equipment leasing services.

        The Bank has two active wholly owned subsidiaries, Hometown Investment Services, Inc. ("Hometown") and Mid America Capital Services, Inc. ("Mid America Capital"). Hometown provides financial and insurance products to customers of the Bank and members of the general public in the Bank's market area. Insurance products offered by Hometown primarily include annuities and life insurance products. Mid America Capital specializes in equipment finance leasing. As of June 30, 2009, Mid America Capital had $16.0 million of lease receivables outstanding.

        In addition to the Bank, we have six other wholly owned subsidiaries: HF Financial Group, Inc. ("HF Group"), HomeFirst Mortgage Corp. (the "Mortgage Corp."), HF Financial Capital Trust III ("Trust III"), HF Financial Capital Trust IV ("Trust IV"), HF Financial Capital Trust V ("Trust V"), and HF Financial Capital Trust VI ("Trust VI"). HF Group previously marketed software to facilitate employee benefits administration, payroll processing and management and governmental reporting. HF Group no longer actively markets this software and had immaterial operations in 2009. Mortgage Corp. was previously engaged in the business of originating one- to four-family residential mortgage loans, which were sold into the secondary market. Mortgage Corp. had no activity during fiscal 2008 and 2009. Trust III, Trust IV, Trust V and Trust VI each were established and exist for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of us, which constitute the sole asset of each trust. We have issued trust preferred securities primarily to provide capital for our banking operations, funding for stock repurchases and to repay other borrowings. At June 30, 2009, there were $27.8 million in outstanding trust preferred securities at an average cost of 6.57%.

        Our principal executive offices are located at 225 South Main Avenue, Sioux Falls, South Dakota 57104, and our telephone number at that address is (605) 333-7556. We maintain an Internet website at www.homefederal.com. Neither our website nor the information on our website is included or incorporated in, or is a part of, this prospectus.

Market Area—South Dakota

        Based on total assets at June 30, 2009, the Bank is the largest savings association headquartered in South Dakota. The Bank has a total of 33 banking centers in its market area and one Internet branch located at www.homefederal.com. The Bank's primary market area includes communities located in eastern and central South Dakota, including the Sioux Falls metropolitan statistical area (MSA) and the cities of Pierre, Mitchell, Aberdeen, Brookings, Dakota Dunes, Watertown, and Yankton. The Bank also has a banking center in Marshall, Minnesota, which serves customers located in southwestern Minnesota. The banking center located in Dakota Dunes also serves customers located in northwestern Iowa. The Bank's primary market area features a variety of agribusiness, financial services, health care and light manufacturing firms. The Internet branch allows access to customers beyond traditional geographical areas.

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        With 20 banking centers in the Sioux Falls MSA, the Bank operates more locations in its home market than any other depository in the Sioux Falls MSA. With a population of 154,997 based on 2008 U.S. Census Bureau estimates, Sioux Falls is the largest city in South Dakota and is the principal city of the Sioux Falls MSA, which has a population of 232,930. The 2008 U.S. Census Bureau estimates reflect that the Sioux Falls MSA population has increased 24.5% since the 2000 census, making Sioux Falls the second fastest growing MSA in the Midwest (as defined by SNL Financial) by percentage over that period. Situated at the junction of Interstate 29 and Interstate 90, Sioux Falls is an important regional center for agriculture, health care, financial services, retail trade and light manufacturing. Based on June 30, 2009 SNL Financial data, the Bank held $604.6 million, or 71%, of its deposits and escrows in the Sioux Falls MSA, giving it the fourth largest deposit market share in the Sioux Falls MSA.

        The economy of South Dakota appears to be faring better than most other states. According to the U.S. Bureau of Economic Analysis, in 2008, South Dakota had the nation's third-largest economic growth in real gross domestic product (RGDP). South Dakota's RGDP grew by 3.5% in 2008, led by the state's finance and insurance, manufacturing, health care and social assistance, retail trade, real estate, rental and leasing, and agriculture, forestry, fishing and hunting industries. Employment data as reported by the South Dakota Bureau of Finance and Management indicates that employment grew 1.2% in South Dakota in 2008 as compared to a national decline of 0.4% for the same period. Furthermore, according to the U.S. Bureau of Labor Statistics, as of September 2009, South Dakota's overall unemployment was 4.8% (second lowest in the nation) against a national average of 9.8% at that time. However, due to the national recession, the unemployment rate in South Dakota has risen in recent months.

        The housing and commercial real estate markets in South Dakota also appear to be faring better than most other areas in the United States. According to ESRI, home prices in South Dakota increased 1.82% during the 12 months ending June 30, 2009, as compared to a decrease of 11.30% nationwide during the same period. Home prices in the Sioux Falls MSA decreased by 8.11% during that period, which is 3.19% less severe (on an absolute basis) than the nationwide price decline. According to TransUnion, for the quarter ended June 30, 2009, South Dakota's serious delinquency rate (the percentage of borrowers that are 60 days or more past due) was 2.11%, compared to a national average of 5.81%. These statistics appear to support management's belief that the South Dakota economy is currently faring better than most other states; however, no assurances are given that any of these favorable trends will continue in the future.

Management

        We benefit from the experience, industry knowledge and continuity of our executive management team, which has over 200 years of financial services experience and 135 years associated with the Bank. Our Chairman, President and Chief Executive Officer, Curtis L. Hage, has been employed by us in various capacities for 41 years. Our executive management team has successfully managed our credit risks through multiple economic and credit cycles and maintains a conservative mindset associated with traditional community banking. Our business strategy is guided by our Board of Directors, which is composed of experienced, community-oriented business leaders. We draw upon their knowledge of the Sioux Falls and South Dakota business community in executing our strategy.

        The interests of our executive management team and directors are aligned with those of our stockholders through common stock ownership. At September 30, 2009, our directors and officers beneficially owned 12.05% of our common stock outstanding.

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Business Strategy

        Our business strategy is to remain a community-focused financial institution and to grow and improve our profitability by:

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Continuing to Build Out our Distribution Capabilities in our Existing Markets.  We strive to fulfill our mission statement every day—"...to be the leading financial services provider to businesses and individuals in the communities we serve." We intend to increase our market share in our core market area by providing personalized banking and customized wealth management services. We will continue to capitalize on the economics of our market area and strive to maintain a profitable and community-focused financial institution.



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Continuing to Build our Cornerstone Banking Businesses.  We remain focused on building our cornerstone banking businesses of personal banking, commercial and agriculture banking and wealth management services. In the past several years, we have made investments in our infrastructure, technology and human capital, with the specific aim to capitalize on these businesses.



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Expanding Relationships with Existing Customers and Developing Relationships with New Customers. We will continue to strive to fund our business through deposits within our market area, with a strategic focus on multiple-service household growth. We endeavor to increase existing and new customer relationships by providing individualized personal customer attention with local decision-making authority, which we believe positively distinguishes us from our larger, nonlocally owned competitors.



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Taking Advantage of Opportunities with Economic Recovery.  We believe that the proceeds of this offering will position us to take advantage of appropriate growth opportunities that may arise as the national economy recovers. We plan to grow our lending activities through organic growth and/or, if appropriate opportunities arise, possible acquisitions of banks, thrifts and other financial services companies.

Loan and Lease Portfolio Composition

        Our executive management team has managed risks through multiple economic and credit cycles, while positioning us for growth opportunities. Over the past several years, we have transformed the loan and lease portfolio away from predominantly one-to four-family residential and consumer loans to a more diverse portfolio including commercial and agriculture loans. As part of our business strategy to build our commercial and agriculture loan portfolio, the Bank has hired several bankers with significant commercial and agriculture lending experience, which has led to successful growth results across these business lines. Our commercial and agricultural loan portfolio increased from 46.3% of our total loan and lease portfolio at June 30, 2006 to 65.0% at June 30, 2009, while our one- to- four family residential and consumer direct loan portfolio has decreased from 29.0% of our total loan and lease portfolio to 23.7% over that period.

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        The following table sets forth information concerning the composition of the loan and lease portfolio as of the periods indicated:

        The Bank originates one- to four-family residential loans and primarily sells fixed-rate originations to secondary market outlets in order to reduce the effect of interest rate risk from longer maturities. Through the twelve months ended June 30, 2009, the Bank originated $173.4 million of one- to four-family first mortgage loans, of which 91.4% were sold to the secondary market. This compares to $124.1 million of one- to four-family first mortgage loans originated in the twelve months ended June 30, 2008. We continue to prioritize and invest in mortgage lending as we believe this to be a core component of our personal banking strategy.

        The Bank's commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory and equipment and business expansion within our market area. The Bank originates commercial business loans directly and through programs sponsored by the Small Business Administration ("SBA") of which a portion of such loans are also guaranteed in part by the SBA. The Bank generally originates commercial business loans for its portfolio and retains the servicing with respect to such loans.

        The Bank has minimal exposure to participation loans and does not rely on a participation strategy to grow its loan portfolio. At June 30, 2009, the participation loan portfolio was approximately $15.9 million, representing less than 2% of our loan and lease portfolio.

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        The Bank's agriculture loan portfolio includes (i) operating loans that are used to fund the borrower's operating expenses, which typically have a one-year term and are indexed to the national prime rate, (ii) term loans on machinery, equipment and breeding stock that may have a term of up to seven years and require annual payments, (iii) agricultural farmland term loans that are used to finance (or refinance) land purchases, (iv) specialized loans to fund facilities and equipment for livestock confinement enterprises, and (v) loans to fund ethanol plant development. Loans of this type are in a diverse range of agricultural enterprises, including grain production and dairy and livestock operations. As further discussed in the section entitled "—Business Strategy," agricultural lending is one of our strategic focus areas.

        The Bank's multi-family and commercial real estate loan portfolio is secured primarily by apartment buildings and owner occupied and non-owner occupied commercial real estate. The terms of such loans are negotiated on a case-by-case basis. Commercial real estate loans generally have terms that do not exceed 25 years. The Bank has a variety of rate adjustment features, call provisions and other terms in its multi-family and commercial real estate loan portfolio. Generally, the loans are made in amounts up to 80% of the appraised value of the collateral property and with debt service coverage ratios of 115% or higher.

        The Bank's consumer direct loan portfolio includes, among other types, automobile loans, home equity loans, loans secured by deposit accounts and student loans. Direct consumer loan terms vary according to the type of collateral, length of contract and creditworthiness of the borrower. The Bank offers both open- and closed-end credit. Overdraft lending is extended through lines of credit that are tied to a checking account. The credit lines generally bear interest at 18% and are generally limited to no more than $2,000. Loans secured by deposit accounts at the Bank are currently originated for up to 90% of the account balance (although historically the Bank has loaned up to 100% of the account balance), with a hold placed on the account restricting the withdrawal of the account balance. The interest rate on such loans is typically equal to 2% above the contract rate. Loans secured by second mortgages, together with loans secured by all prior liens, are generally limited to less than 100% of the appraised or assessed value of the property securing the loan and generally have maximum terms that do not exceed 10 to 15 years.

        The Bank discontinued its indirect consumer lending, which consisted of indirect auto lending, in the first quarter of fiscal 2008. These loans represent less than 3% of our loan and lease portfolio as of June 30, 2009, down from approximately 6% at June 30, 2008.

        Construction loans are generally originated with a maximum loan-to-value ratio of 80%, and land development loans are generally originated with a maximum loan-to-value ratio of 65%, based upon an independent appraisal. Our Management believes that the Bank has maintained a conservative, deliberate approach toward managing exposures in construction and development loans, supported by relatively stable property values in South Dakota to date. These loans represent less than 7% of our loan and lease portfolio as of June 30, 2009.

Deposit Composition

        The Bank offers a variety of deposit accounts having a wide range of interest rates and terms. The Bank's deposits consist of statement savings accounts, checking accounts, money market and certificate of deposit accounts ranging in terms from 30 days to five years. The Bank primarily solicits deposits from its market area, with a strategic focus of multiple-service household growth. The Bank relies primarily on customer service, competitive pricing policies and advertising to attract and retain these deposits. Based on liquidity needs, the Bank may, from time to time, acquire out-of-market deposits in those circumstances where wholesale funding offers either a maturity or cost efficiency not available with retail deposits. At June 30, 2009, out-of-market deposits accounted for less than 3% of our total deposits.

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        The following table sets forth certain information concerning our deposit accounts as of the periods indicated:

        The flow of deposits is influenced by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. In recent years, the Bank has become more susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Based on its experience, the Bank believes that its savings, money market, and checking accounts are stable sources of deposits. However, the ability of the Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions.

Investments in Securities

        The Bank invests funds among various categories of investments and maturities based upon its asset/liability management needs, investment quality and marketability, liquidity needs and performance objectives. At June 30, 2009, approximately 89.6% of our investment portfolio was in AAA-rated, liquid residential mortgage-backed securities. Our $199.6 million of residential mortgaged-backed securities at June 30, 2009 consisted of agencies securities, with a single $1.8 million private label collateralized mortgage security obligation.

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        The amortized cost and fair values of investment in securities, all of which are classified as available for sale according to management's intent, are as follows:

        As of June 30, 2009, there were $11.9 million of pooled trust preferred securities ("TRUPS") in the investment portfolio, all of which have been downgraded below investment grade by Moody's Investment Services and are currently impaired under applicable accounting rules. The Financial Accounting Standards Board (FASB) has issued additional guidance as to how to account for impaired investments as well as determining the fair value of these securities in an inactive market. In accordance with this guidance, we took steps to determine the fair value of our TRUPS assuming they were sold at the end of the fourth quarter of fiscal 2009 in an orderly transaction that was not a forced liquidation or a distressed sale. Based upon this analysis, one pool of $2.0 million (of the $11.9 million total) incurred an additional other-than-temporary impairment ("OTTI") credit loss totaling $36,000 which was recorded as a net impairment loss on the fourth quarter income statement. This charge brings the total OTTI losses taken against the TRUPS holdings during fiscal year 2009 to $3.9 million, of which $3.5 million was recognized on the balance sheet in accumulated other comprehensive income with the balance being $397,000 of OTTI credit-related recognized through earnings. At September 30, 2009, we carried the six TRUPS pools at an adjusted cost basis of $10.0 million and a fair value of $5.6 million. We determined that three debt securities exhibited OTTI of $3.9 million, of which $2.1 million was recognized on the balance sheet in other comprehensive income at September 30, 2009, with the balance being $1.9 million of credit loss recognized through earnings for the three months ended September 30, 2009. The valuation of the TRUPS will continue to be influenced by external market and other factors further described in the section entitled "Risk Factors." If we are required to record additional OTTI charges on our TRUPS portfolio, we could experience potentially significant earnings losses as well as an adverse impact to our capital position.

TARP Capital Purchase Program

        On November 21, 2008, we entered into a purchase agreement with the United States Department of the Treasury (the "Treasury"), pursuant to which we agreed to issue and sell (i) 25,000 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the "Preferred Stock") and (ii) a warrant to purchase up to 302,419 shares of our common stock, par value $0.01 per

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share, at an initial exercise price of $12.40 per share (the "Warrant"), for an aggregate purchase price of $25.0 million in cash.

        On June 3, 2009, we entered into a Repurchase Letter Agreement with the Treasury pursuant to which we completed the repurchase of the Preferred Stock from the Treasury. The repurchase price of the Preferred Stock was $25 million, plus a final accrued dividend of $62,500.

        On June 30, 2009, we entered into a Warrant Repurchase Letter Agreement with the Treasury pursuant to which we repurchased the Warrant from the Treasury for a purchase price of $650,000.

Recent Developments

Standstill Agreement and Majority Voting Policy

        On August 26, 2009, we entered into a Standstill Agreement (the "Standstill Agreement") with PL Capital, LLC, John W. Palmer, Richard J. Lashley, and certain affiliates thereof (the "PL Capital Parties"), collectively, our largest stockholders. The Standstill Agreement was entered into following the determination of our Board of Directors to adopt a majority voting policy (the "Majority Voting Policy") commencing with our 2010 Annual Meeting of Stockholders (the "2010 Meeting"). Our Board of Directors will adopt the Majority Voting Policy in time for it to be in effect no later than 90 days prior to any advance notice deadlines for notices of intent to submit shareholder proposals or other business, or notices of intent to solicit proxies, at the 2010 Meeting.

        Under the terms of the Standstill Agreement, the PL Capital Parties agreed, among other things, not to bring any proposals before our 2009 Annual Meeting of Stockholders (the "2009 Meeting") or the 2010 Meeting and to vote the shares beneficially owned by them for the election of the directors nominated by our Board of Directors at the 2009 Meeting and 2010 Meeting. These agreements are predicated upon us meeting certain conditions. Based on the Schedule 13D/A1 most recently filed by the PL Capital Parties with the SEC, the PL Capital Parties beneficially own, in the aggregate, 326,721 shares, or 8.12%, of our outstanding common stock, as of August 31, 2009.

        The foregoing summary of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement, which is attached as Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on August 31, 2009 and incorporated by reference herein.

United Bankers' Bank Loan Agreement

        On September 30, 2009, we entered into a Loan Agreement (the "Loan Agreement") with United Bankers' Bank (the "Lender") in order to refinance its outstanding borrowings of $5.966 million under its line of credit with First Tennessee Bank, NA (the "FTB Line of Credit"). Our borrowings under the FTB Line of Credit were scheduled to mature on September 30, 2009.

        Under the Loan Agreement, the Lender committed to lend to us an aggregate principal amount not to exceed $6 million. As of November 2, 2009, we had outstanding borrowings of $6.0 million under the Loan Agreement. The loan is evidenced by a promissory note, accrues interest at the United Bankers' Bank Rate with a minimum interest rate of 4.75% per annum, and the principal balance (plus any accrued and unpaid interest) is due and payable in full on October 1, 2010. We are required to make interest payments on a quarterly basis, commencing December 31, 2009. As of September 30, 2009, the United Bankers' Bank Rate was 3.250%. In connection with entering into the Loan Agreement, we also entered into a Commercial Pledge Agreement with the Lender, granting the Lender a first security interest in all of the stock of Home Federal Bank.

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        We intend to repay the $6 million of outstanding borrowings under the Loan Agreement with a portion of the net proceeds of this offering. See "Use of Proceeds" for further discussion of the repayment of this indebtedness.

First Quarter 2010 Earnings

        On October 26, 2009, we announced our preliminary financial results for the quarter period ended September 30, 2009. These results are unaudited and remain subject to the completion of our normal quarter-end closing procedures. As a result, our actual financial results could be different and those differences could be material. Our consolidated interim financial statements for the quarter ended September 30, 2009 are not expected to be filed with the SEC until after this offering is completed. These preliminary financial results are subject to the risks and uncertainties relating to our business described under "Risk Factors" in this prospectus and in our Annual Report on Form 10-K for the year ended June 30, 2009.

        We reported earnings of $855,000, or $0.21 in diluted earnings per common share for the fiscal first quarter ended September 30, 2009, versus earnings of $2.0 million, or $0.49 in diluted earnings per common share, in the comparable period in fiscal 2009. Adjusting for other-than-temporary impairment credit loss, net gain on sale of securities and related tax effects as mentioned below, our adjusted earnings ("Adjusted Earnings") was $1.7 million and adjusted diluted earnings per common share ("Adjusted Diluted Earnings Per Share") was $0.41 for the three-month period ended September 30, 2009, as compared to $1.9 million or $0.48 (as adjusted) for the same period of fiscal 2009. Adjusted Earnings and Adjusted Diluted Earnings Per Share are non-GAAP financial measures.

        Revenue totaled $10.4 million for the first fiscal quarter ended September 30, 2009, as compared to revenue of $11.7 million in the comparable period last year. We incurred a first quarter net other-than-temporary impairment (OTTI) credit loss recognized in earnings from trust preferred securities held in the investment portfolio of $1.9 million. Net gain on sale of securities was also recorded in the quarter for a total of $533,000, as compared to $80,000 in the first quarter of fiscal 2009. Excluding the OTTI credit loss and net gain on sale of securities, adjusted revenue was $11.8 million ("Adjusted Revenue"), a $116,000 increase, or 1.0 percent, over the prior year quarter (as adjusted). Adjusted Revenue is a non-GAAP financial measure.

        Net interest income totaled $8.8 million for the quarter, up $62,000, or 0.7 percent, over the first fiscal quarter of last year. Net interest margin expressed on a fully taxable equivalent basis ("Net Interest Margin, TE") for the three month period was 3.24 percent, compared to 3.35 percent in the comparable period last year. The increase in net interest income resulted from increases in volume of interest-earning assets and was offset by lower yields on the earning assets. The net interest margin continued to benefit from the low cost of interest-bearing liabilities. Net Interest Margin, TE is a non-GAAP financial measure.

        Noninterest income totaled $1.7 million, a decrease of $1.4 million relative to the comparable period in fiscal year 2009. Net impairment losses recognized in earnings were $1.9 million and were shown as a reduction in total noninterest income for the quarter ended September 30, 2009. Net gain on sale of loans and net gain on sale of securities increased $245,000 and $453,000, respectively, which partially offset the decrease.

        Noninterest expense grew $546,000 or 6.5 percent, year-over-year. Net healthcare costs, which are included in the total for compensation and employee benefits, increased $390,000 to $748,000 due to specific high dollar claims and general overall utilization. FDIC insurance premiums increased $184,000 to $325,000 for the first quarter of fiscal 2010 for us (which began on July 1, 2009), compared to the same period of fiscal 2009. In the first quarter of fiscal 2009, the Bank applied previously unused credits in the payment of its insurance premiums. The credits were fully utilized in the second quarter of fiscal 2009.

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        The ratio of nonperforming loans and leases to total loans and leases as of September 30, 2009 was 1.46 percent, compared to 1.32 percent as of June 30, 2009. The ratios were significantly affected by one agricultural relationship which increased the amount of nonaccruing loans and leases at June 30, 2009. The increase in the ratio at September 30, 2009 as compared to June 30, 2009 was affected primarily by an increase of $1.7 million in accruing loans and leases delinquent more than 90 days, substantially attributable to one credit relationship, and partially offset by a decrease in nonaccruing loans and leases of $733,000. Net loan and lease charge offs in the amount of $310,000 were recorded for the quarter ended September 30, 2009, compared to $137,000 for the same period last year. We incurred a provision for losses on loans and leases of $343,000 for the first quarter of fiscal 2010 compared to $387,000 in the first quarter of fiscal 2009.

        Nonaccruing loans and leases decreased $733,000 to $8.6 million at September 30, 2009 compared to $9.4 million at June 30, 2009. One agricultural relationship comprised most of the total nonaccruing loans and leases. It consists of one loan totaling $32,000 secured by one- to four-family real estate, one loan totaling $740,000 secured by agricultural real estate, and four loans totaling $5.7 million secured by agricultural business assets. The remaining loans and leases included in nonaccruing loans and leases at September 30, 2009 were 10 loans totaling $398,000 secured by one- to four-family real estate, two loans totaling $177,000 secured by commercial real estate, eight loans totaling $454,000 secured by commercial business assets, one agricultural business loan totaling $11,000, 26 leases totaling $759,000 secured by equipment, and 26 loans totaling $389,000 secured by consumer assets.

        Loans and leases receivable as of September 30, 2009 totaled $833.8 million, a decrease of $17.5 million from the balance at June 30, 2009. Since June 30, 2009, one-to-four-family and commercial business and real estate loans decreased $7.5 million and $13.3 million, respectively, while agriculture loans increased $5.8 million during this period.

        We hold six pooled trust preferred securities of $10.0 million in our investment portfolio that are currently impaired under applicable accounting rules. In accordance with Financial Accounting Standards Board (FASB) guidance, we determined the fair value of these securities under the assumption they were sold at the end of the quarter in an orderly transaction that was not a forced liquidation or a distressed sale. The fair value of the trust preferred securities was recorded at $5.6 million as of September 30, 2009.

        Our $10.0 million of pooled trust preferred securities have been downgraded below investment grade by Moody's. We have performed an analysis to determine if any of the securities have a credit loss by estimating if any of the cash flows are not expected to be received as contracted. Based upon the current quarter analysis, three pools incurred other-than-temporary impairment credit loss totaling $1.9 million, which was recorded as a net impairment loss recognized in earnings. We recognized $2.1 million on the balance sheet in other comprehensive income with $1.9 million of credit loss recognized through earnings for these three securities in the current fiscal year.

        Deposits as of September 30, 2009 totaled $830.2 million, a decrease of $7.6 million from the balance at June 30, 2009. During the current fiscal year, public fund account balances decreased $33.2 million due to typical seasonal fluctuations. In-market certificates of deposit increased $23.4 million to $424.7 million from $401.3 million for the fiscal year, while out-of-market deposits increased $4.8 million to $25.8 million at September 30, 2009. Savings accounts decreased $20.0 million, primarily due to a decrease of public fund balances.

        We announced that we will pay a quarterly cash dividend of 11.25 cents per common share for the first quarter of the 2010 fiscal year. The dividend will be paid on November 13, 2009 to stockholders of record on November 6, 2009.

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Use of Non-GAAP Financial Measures

        The above preliminary financial results contain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). "Adjusted Earnings," "Adjusted Diluted Earnings Per Share," and "Adjusted Revenue," which exclude OTTI charges, net gain on the sale of securities and the related income tax effects (each as applicable), are non-GAAP financial measures.

        We believe that Adjusted Earnings, Adjusted Diluted Earnings Per Share and Adjusted Revenue are useful to investors because they allow for greater transparency and facilitate comparison to prior periods and peer results. We further believe that the presentation of these non-GAAP financial measures will permit investors to assess our core operating results on the same basis as management.

        Net Interest Margin, TE is also a non-GAAP financial measure. The tax-equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax differences. We believe that it is a standard practice in the banking industry to present net interest margin on a fully taxable equivalent basis, and accordingly believe the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.

        These non-GAAP financial measures should be considered supplemental to, not a substitute for or superior to, financial measures calculated in accordance with GAAP. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies. Reconciliations of Earnings (GAAP) to Adjusted Earnings (non-GAAP), Diluted Earnings Per Share (GAAP) to Adjusted Diluted Earnings Per Share (non-GAAP), Revenue (GAAP) to Adjusted Revenue (non-GAAP) and Net Interest Income (GAAP) to Net Interest Margin, TE (non-GAAP) are calculated as follows:

Earnings to Adjusted Earnings (Unaudited)

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Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share (Unaudited)

Revenue to Adjusted Revenue (Unaudited)

Net Interest Income to Net Interest Margin, TE (Unaudited)

Risk Factors

        An investment in our common stock involves certain risks. You should carefully consider the risks described under "Risk Factors" set forth below, as well as other information included or incorporated by reference into this prospectus, including our financial statements and the notes thereto, before making an investment decision.

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The Offering

        The following summary of the offering contains basic information about the offering and our common stock and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of our common stock being offered hereunder, please refer to the section of this prospectus entitled "Description of Capital Stock."

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Summary Selected Consolidated Financial Data

        You should read the summary selected consolidated financial information presented below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the notes to those financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, which is incorporated by reference in this prospectus.

        The following tables set forth selected consolidated financial data for us at and for each of the years in the five-year period ended June 30, 2009.

        The selected statement of income data for the years ended June 30, 2009, 2008 and 2007, and the selected statement of financial condition data as of June 30, 2009 and 2008, have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2009, which is incorporated by reference in this prospectus. The selected statement of income data for the years ended June 30, 2006 and 2005, and the summary statement of financial condition data as of June 30, 2007, 2006 and 2005, have been derived from our audited financial statements that are not included in this prospectus.

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(1)

All per share data has been retroactively adjusted for the 10% stock dividend paid on April 24, 2006.

(2)

Common equity divided by number of shares of outstanding common stock.

(3)

Net interest income divided by average interest-earning assets.

(4)

Net interest margin expressed on a fully taxable equivalent basis ("Net Interest Margin, TE") is a non-GAAP financial measure. The tax-equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax differences. We believe that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis, and accordingly believe the presentation of this non-GAAP financial measure may be useful for peer comparison purposes. As a non-GAAP financial measure, Net Interest Margin, TE should be considered supplemental to and not a substitute for or superior to, financial measures calculated in accordance with GAAP. As other companies may use different calculations for Net Interest Margin, TE, this presentation may not be comparable to similarly titled measures reported by other companies. The reconciliation of the net interest income (GAAP) to Net Interest Margin, TE (non-GAAP) is as follows: