Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - HF FINANCIAL CORP | a09-26987_7ex5d1.htm |
EX-23.1 - EX-23.1 - HF FINANCIAL CORP | a09-26987_7ex23d1.htm |
As filed with the Securities and Exchange Commission on November 19, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HF FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
6035 |
|
46-0418532 |
(State or other jurisdiction of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
incorporation or organization) |
|
Classification Code Number) |
|
Identification Number) |
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 registrants 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)
Copies to: |
||
Joseph T. Kinning, Esq. |
|
Daniel ORourke, Esq. |
Fulbright & Jaworski L.L.P. |
|
Jennifer Durham King, Esq. |
2100 IDS Center |
|
Vedder Price P.C. |
80 South Eighth Street |
|
222 North LaSalle Street |
Minneapolis, MN 55402-2112 |
|
Chicago, Illinois 60601 |
(612) 321-2800 |
|
(312) 609-7500 |
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. x 333-162018
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):
Large accelerated filer o |
|
Accelerated filer o |
|
Non-accelerated filer o |
|
Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
Title of
Each Class of |
|
Amount to be registered (1) |
|
Proposed maximum offering price per share (2) |
|
Proposed
maximum |
|
Amount of |
|
|||
Common Stock, par value $0.01 per share |
|
287,500 shares |
|
$ |
8.00 |
|
$ |
2,300,000 |
|
$ |
128.34 |
|
(1) Includes 37,500 shares that the underwriter has the option to purchase to cover over-allotments, if any.
(2) Based upon public offering price.
(3) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-162018), as amended, is hereby registered.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b)
under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of additional shares of common stock, par value $0.01 per share, of HF Financial Corp., a Delaware corporation (the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Companys Registration Statement on Form S-1, as amended (File No. 333-162018), initially filed by the Company on September 18, 2009 and declared effective by the Securities and Exchange Commission (the Commission) on November 19, 2009, are incorporated in this Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
UNDERTAKING
The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this registration statement by wire transfer of such amount to the Commissions account as soon as practicable (but no later than the close of business on November 20, 2009); (ii) it will not revoke such instruction; (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) it will confirm receipt of such instructions by its bank during the banks regular business hours no later than November 20, 2009.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All exhibits filed with or incorporated by reference in the Companys Registration Statement on Form S-1, as amended (File No. 333-162018), are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which are filed herewith.
Exhibit |
|
Exhibit Title |
5.1 |
|
Opinion of Fulbright & Jaworski L.L.P. |
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
23.2 |
|
Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) |
24.1* |
|
Power of Attorney |
* Included on the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-162018) filed with the Commission on September 18, 2009.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 November 19, 2009.
|
HF FINANCIAL CORP. |
|
|
|
|
|
By: |
/s/ CURTIS L. HAGE |
|
|
Curtis L. Hage, Chairman, President and |
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 dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
/s/ CURTIS L. HAGE |
|
Chairman, President and Chief |
|
November 19, 2009 |
|
|
Curtis L. Hage |
|
Executive Officer (Principal |
|
|
|
|
|
|
Executive and Operating Officer) |
|
|
|
|
|
|
|
|
|
|
|
/s/ DARREL L. POSEGATE |
|
Executive Vice President, Chief |
|
November 19, 2009 |
|
|
Darrel L. Posegate |
|
Financial Officer and Treasurer |
|
|
|
|
|
|
(Principal Financial and Accounting |
|
|
|
|
|
|
Officer) |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 19, 2009 |
|
|
Thomas L. Van Wyhe |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 19, 2009 |
|
|
Curtis J. Bernard |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 19, 2009 |
|
|
Charles T. Day |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 19, 2009 |
|
|
Robert L. Hanson |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 19, 2009 |
|
|
William G. Pederson |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
November 19, 2009 |
|
|
Christine E. Hamilton |
|
|
|
|
|
|
|
|
|
|
|
|
|
*By: |
/s/ CURTIS L. HAGE |
|
|
|
|
|
|
Curtis L. Hage, Chairman, President |
|
|
|
|
|
|
and Chief Executive Officer |
|
|
|
|
|
3
Exhibit Index
Exhibit |
|
Exhibit Title |
5.1 |
|
Opinion of Fulbright & Jaworski L.L.P. |
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
23.2 |
|
Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1) |
24.1* |
|
Power of Attorney |
* Included on the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-162018) filed with the Commission on September 18, 2009.
4