Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
META FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-1406262
(State or other (I. R. S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
121 EAST FIFTH STREET
STORM LAKE, IOWA 50588
(Address of principal executive offices) (Zip Code)
META FINANCIAL GROUP, INC.
2002 OMNIBUS INCENTIVE PLAN
(FORMERLY KNOWN AS FIRST MIDWEST FINANCIAL, INC.
2002 OMNIBUS INCENTIVE PLAN)
(Full title of the Plan)
J. Tyler Haahr
Chief Executive Officer
Meta Financial Group, Inc.
121 East Fifth Street
Storm Lake, Iowa 50588
(Name and address of agent for service)
(712) 732-4117
(Telephone number, including area code, of agent for service)
Copies to:
Jeffrey M. Werthan, Esq.
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, NW
East Lobby, 7th Floor
Washington, DC 20007
(202) 625-3569
Calculation of Registration Fee
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered Registered offering aggregate price registration
(1) price per share (2) (2) fee
Common Stock, $ 0.01 par 200,000 $29.86 $5,972,422 $183.35
value shares
(1) This Registration Statement covers 200,000 shares of common stock, par
value $.01 per share ("Common Stock") issued or available for issuance
under the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as
amended (the "Plan"). Pursuant to Rule 416(a) of the Securities Act of
1933, as amended (the "Securities Act of 1933"), this Registration
Statement also covers an indeterminate number of additional shares of
Common Stock which may be issued under the adjustment provisions of the
Plan.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(c) and (h) under
the Securities Act of 1933 as follows: (i) in the case of shares of Common
Stock which may be purchased upon exercise of outstanding grants or
options, the fee is calculated on the basis of the price at which the
options or grants may be exercised, and (ii) in the case of shares of
Common Stock for which options or grants have not yet been issued, and the
option price of which is therefore unknown, the fee is calculated on the
basis of the average of the high and low sale prices per share of the
Common Stock on the National Market System of the National Association of
Securities Dealers Automated Quotation System (NASDAQ) on March 15, 2007.
INTRODUCTORY STATEMENT UNDER
GENERAL INSTRUCTION (E) OF FORM S-8
This Registration Statement is being filed to register an additional 200,000
shares of common stock, par value $.01 per share ("Common Stock") available for
issuance under the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as
amended (the "Plan"). As a result of an amendment to the Plan, which was
approved by our stockholders on January 22, 2007, the number of shares of Common
Stock authorized for issuance under the Plan was increased from 200,000 to
400,000. On November 3, 2003, we registered 200,000 shares of Common Stock for
issuance under the Plan by a Registration Statement on Form S-8 (Registration
Statement No. 333-110200). Pursuant to General Instruction (E) of Form S-8, the
contents of Registration Statement No. 333-110200 are incorporated herein by
reference.
PART II
Information Required in the Registration Statement
Item 8. Exhibits
Exhibit Number Exhibits
-------------- --------
5.1 Opinion of Katten Muchin Rosenman LLP.
23.1 Consent of McGladrey & Pullen, LLP, Independent
Registered Public Accounting Firm.
23.2 Consent of Katten Muchin Rosenman LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in the signature pages
hereto).
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Storm Lake, State of Iowa, on this 19th day of March,
2007.
META FINANCIAL GROUP, INC.
By: /s/ J. TYLER HAAHR
----------------------------------------
J. Tyler Haahr
Chief Executive Officer (principal
executive officer)
and President
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints J.
Tyler Haahr and Jonathan M. Gaiser, and each of them severally, acting alone and
without the other, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, to sign on his or her behalf, individually and in
each capacity stated below, all amendments and post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and any other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as each might or could do in
person, hereby ratifying and confirming each act that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
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 Titles Date
Chief Executive Officer (principal executive
/s/ J. TYLER HAAHR officer) and President March 13, 2007
----------------------------------------
J. Tyler Haahr
/s/ JAMES S. HAAHR Chairman of the Board March 14, 2007
----------------------------------------
James S. Haahr
/s/ E. WAYNE COOLEY Director March 15, 2007
----------------------------------------
E. Wayne Cooley
/s/ E. THURMAN GASKILL Director March 14, 2007
----------------------------------------
E. Thurman Gaskill
/s/ BRAD HANSON Director March 13, 2007
----------------------------------------
Brad Hanson
/s/ FREDERICK V. MOORE Director March 13, 2007
----------------------------------------
Frederick V. Moore
/s/ RODNEY G. MUILENBURG Director March 13, 2007
----------------------------------------
Rodney G. Muilenburg
/s/ JEANNE PARTLOW Director March 19, 2007
----------------------------------------
Jeanne Partlow
Chief Financial Officer (principal financial
/s/ JONATHAN M. GAISER and accounting officer) March 19, 2007
----------------------------------------
Jonathan M. Gaiser
EXHIBIT INDEX
-------------
Exhibit Number Exhibits
-------------- --------
5.1 Opinion of Katten Muchin Rosenman LLP.
23.1 Consent of McGladrey & Pullen, LLP, Independent Registered
Public Accounting Firm.
23.2 Consent of Katten Muchin Rosenman LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included in the signature pages hereto).