** **

**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

**(AmendmentNo. 1)**

 

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

** **

**For the fiscal year ended June 30, 2002**

 

**OR**

 

**o            TRANSITION REPORT PURSUANT TOSECTION 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)

 

| **Delaware**                                                     |   | **46-0418532**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation  or organization) |   | (I.R.S.  Employer Identification No.) |

 

 

| **225 South Main  Avenue, Sioux Falls, South Dakota** |   | **57104**  |
|-------------------------------------------------------|--------|------------|
| (Address of principal  executive offices)             |   | (Zip Code) |

 

**Registrant’stelephone number, including area code:  (605) 333-7556**

 

Securities Registered Pursuant to Section 12(b) of theAct:

 

None

 

Securities Registered Pursuant to Section 12(g) of theAct:

 

 

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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter 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 ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K. o

 

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

 

The aggregate market value of the votingstock held by non-affiliates of the registrant, computed by reference to theaverage 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 sharesowned by any person shall not be deemed an admission by the registrant thatsuch person is an affiliate of the Registrant.)

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

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

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1(this "Amendment") to the Registrant's Form 10-K for the fiscal yearended June 30, 2002 (the "Form 10-K") is being filed for thesole purpose of refiling an exhibit that was previously filed with the Form10-K and covered by a request for confidential treatment.  The Registrant has restored in the exhibitfiled with this Amendment certain information for which the Registrant did notreceive a grant of confidential treatment.

 

The Registrant does not undertake to updateany 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)           Documentsfiled with this report.

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

(2)   All supplemental schedules are omitted because of the absence ofconditions under which they are required or because the information is shown inthe 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)                                                                         |   |   |

 

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(1)    Filed asexhibits to the Company’s Form S–1 registration statement filed onDecember 6, 1991 (File No. 33–44383) pursuant to Section 5 of theSecurities Act of 1933.

(2)    Filed asexhibits to the Company’s Annual Report on Form 10K for the fiscal year endedJune 30, 1993.

(3)    Filed asexhibits to the Company’s Annual Report on Form 10K for the fiscal year endedJune 30, 1996.

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

(5)    Filed asexhibits to the Company’s Annual Report on Form 10K for the fiscal year endedJune 30, 1997.

(6)    Filed asexhibits to the Company’s Annual Report on Form 10K for the fiscal year endedJune 30, 1998.

(7)    Filed asexhibits to the Company’s Annual Report on Form 10K for the fiscal year endedJune 30, 1999.

(8)    Filed asexhibits to the Company’s Annual Report on Form 10K for the fiscal year endedJune 30, 2001.

(9)    Filed asexhibits 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 forthe fiscal year ended June 30, 2002.

#       Management or compensatory plan or arrangements required to befiled.

 

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

 

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**SIGNATURES**

 

Pursuantto 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 theundersigned, thereunto duly authorized.

 

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

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons in the capacities and on the datesindicated.

 

 
| /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 |                                                                                                                   |   |

** **

** **

**4**

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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 anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisannual report; and

 
| Date:                                                            | January 22, 2003 |   |   |
|------------------------------------------------------------------|-----------------------|--------|--------|
|                                                             |                  |   |
| /s/  Curtis L. Hage                                              |                  |   |
| Curtis L. Hage, Chairman,  President andChief  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 anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisannual report; and

 
| Date:                                            | January 22, 2003 |   |   |
|--------------------------------------------------|-----------------------|--------|--------|
|                                             |                  |   |
| /s/  Darrel L. Posegate                          |                  |   |
| Darrel L. Posegate                               |                  |   |
| Senior Vice President andChief 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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