UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K/A

(Amendment No. 1)

 

ý            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2002

 

OR

 

o            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                                      to                                      

 

Commission file number 0-19972

 

HF FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code:   (605) 333-7556

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

None

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

 

Common Stock, par value $.01 per share

(Title of class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days.

YES ý  NO o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

As of September 16, 2002 there were 3,329,412 issued and outstanding shares of the Registrant’s Common Stock.

 

The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the average of the bid and asked price of such stock as of September 16, 2002 was $39.5 million (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the Registrant.)

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III of Form 10-K - Portions of the Proxy Statement for 2002 Annual Meeting of Stockholders.

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (this "Amendment") to the Registrant's Form 10-K for the fiscal year ended June 30, 2002 (the "Form 10-K") is being filed for the sole purpose of refiling an exhibit that was previously filed with the Form 10-K and covered by a request for confidential treatment.  The Registrant has restored in the exhibit filed with this Amendment certain information for which the Registrant did not receive a grant of confidential treatment.

 

The Registrant does not undertake to update any item included in the Form 10-K other than the item set forth below.

 

 

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PART IV

 

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8–K

 

(a)           Documents filed with this report.

(1)   See “HF Financial Corp. Index to Consolidated Financial Statements” under Item 8, “Financial Statements and Supplementary Data” of this report.

(2)   All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the Consolidated Financial Statements or notes thereto.

 

(a) (3) Exhibits

 

Regulation S-K Exhibit Number		Document		Reference to Prior Filing or Exhibit Number Attached Hereto
3.1		Articles of Incorporation		(1)
3.2		By-Laws		(1)
4.1		Rights Agreement		(4)
10.1		Employment Contracts between the Bank and Curtis L. Hage		(1) #
10.2		Amendment to Employment Contract between the Bank and Curtis L. Hage		(3) #
10.3		1991 Stock Option and Incentive Plan		(2) #
10.4		Articles of Incorporation of HF Card Services LLC		(3)
10.5		Amendment to 1991 Stock Option and Incentive Plan		(5) #
10.6		1996 Director Restricted Stock Plan		(5) #
10.7		Employment Contract between the Bank and Gene F. Uher		(5) #
10.8		Employment Contract between the Bank and Mark S. Sivertson		(6) #
10.9		Employment Contract between the Bank and Michael H. Zimmerman		(6) #
10.10		Change in Control Contract between the Bank and Gene F. Uher		(6) #
10.11		Change in Control Contract between the Bank and Mark S. Sivertson		(6) #
10.12		Change in Control Contract between the Bank and Michael H. Zimmerman		(6) #
10.13		Amendment to Employment Contract between the Bank and Gene F. Uher		(7) #
10.14		Employment Contract between the Bank and David A. Brown		(8) #
10.15		Change in Control Contract between the Bank and David A. Brown		(8) #
10.16		Guarantee Agreement dated November 28, 2001 by and between HF Financial Corp. and Wilmington Trust Company		(9)
10.17		Indenture Agreement dated November 28, 2001 by and between HF Financial Corp. and Wilmington Trust Company		(9)
10.18		Confidential Separation Agreement between the Bank and Gene F. Uher		10.18 #
21.1		Subsidiaries of Registrant		(10)
23.1		Consents of Experts and Counsel		(10)

 

(1)    Filed as exhibits to the Company’s Form S–1 registration statement filed on December 6, 1991 (File No. 33–44383) pursuant to Section 5 of the Securities Act of 1933.

(2)    Filed as exhibits to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 1993.

(3)    Filed as exhibits to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 1996.

(4)    Filed as Exhibit I to the Company’s filing on Form 8-A, filed on October 28, 1996.

(5)    Filed as exhibits to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 1997.

(6)    Filed as exhibits to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 1998.

(7)    Filed as exhibits to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 1999.

(8)    Filed as exhibits to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 2001.

(9)    Filed as exhibits to the Company’s Form 10Q for the quarter ended December 31, 2001.

(10)  Filed as exhibits to the Company's Annual Report on Form 10K for the fiscal year ended June 30, 2002.

#       Management or compensatory plan or arrangements required to be filed.

 

All of such previously filed documents are hereby incorporated in this Form 10-K by reference in accordance with Item 601 of Regulation S–K.

 

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SIGNATURES

 

Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

		HF FINANCIAL CORP.
By		/s/ Curtis L. Hage
		Curtis L. Hage, Chairman, President and
		Chief Executive Officer
		(Duly Authorized Representative)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

 

 

/s/ Curtis L. Hage			/s/ Darrel L. Posegate
Curtis L. Hage, Chairman, President and Chief Executive Officer (Principal Executive and Operating Officer)			Darrel L. Posegate, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	January 22, 2003		Date:	January 22, 2003
/s/ Thomas L. Van Wyhe			/s/ Robert L. Hanson
Thomas L. Van Wyhe, Director			Robert L. Hanson, Director
Date:	January 22, 2003		Date:	January 22, 2003
/s/ Jeffrey G. Parker			/s/ JoEllen G. Koerner
Jeffrey G. Parker, Director			JoEllen G. Koerner, Ph.D., Director
Date:	January 22, 2003		Date:	January 22, 2003
/s/ William G. Pederson
William. G. Pederson, Director
Date:	January 22, 2003

 

 

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CERTIFICATIONS

 

I, Curtis L. Hage, certify that:

 

1.     I have reviewed this Annual Report on Form 10-K of H.F. Financial Corp.;

 

2.     Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

 

Date:	January 22, 2003
/s/ Curtis L. Hage
Curtis L. Hage, Chairman, President and Chief Executive Officer

 

 

I, Darrel L. Posegate, certify that:

 

1.     I have reviewed this Annual Report on Form 10-K of H.F. Financial Corp.;

 

2.     Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

 

Date:	January 22, 2003
/s/ Darrel L. Posegate
Darrel L. Posegate
Senior Vice President and Chief Financial Officer

 

 

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Index to Exhibits

 

Exhibit Number
10.18		Confidential Separation Agreement between the Bank and Gene F. Uher

 

 

 

 

 

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