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CASH > SEC Filings for CASH > Form 8-K on 10-Jun-2013All Recent SEC Filings

Show all filings for META FINANCIAL GROUP INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Other Events, Financial Stat

Item 1.01. Entry into a Material Definitive Agreement.

On June 10, 2013, Meta Financial Group, Inc. (the "Company") and its wholly-owned subsidiary, MetaBank, entered into a Sales Agency Agreement (the "Agreement") with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill"), pursuant to which the Company may issue and sell from time to time, through an at-the-market equity offering program through Sandler O'Neill, as the Company's sales agent, shares of the Company's common stock ("Common Stock"), having an aggregate offering price of up to $20,000,000.

Sales of shares of Common Stock pursuant to the Agreement, if any, will be made by means of ordinary brokers' transactions on the NASDAQ Global Market at market prices prevailing at the time of the sale, at prices related to the prevailing market prices, or at negotiated prices.

Shares of Common Stock sold pursuant to the Agreement will be issued pursuant to the prospectus supplement (the "Prospectus Supplement"), filed with the Securities and Exchange Commission (the "Commission") on June 10, 2013, to the prospectus (the "Prospectus") filed with the Commission as part of the Company's Registration Statement on Form S-3 declared effective by the Commission on June 7, 2013 (File No. 333-188535) (the "Registration Statement"). Prospective investors should read the Prospectus Supplement, the Prospectus and all documents incorporated therein. A copy of the Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description of the material terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.1.

Item 8.01. Other Events.

Attached as Exhibit 99.2 to this Current Report on Form 8-K, and incorporated herein by reference, is the Company's press release announcing the commencement of an at-the-market equity offering program described above under Item 1.01.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company's Registration Statement and are incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

5.1         Opinion of Katten Muchin Rosenman LLP regarding validity of the
            securities to be issued

23.1        Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)

99.1        Sales Agency Agreement, dated June 10, 2013, among Meta Financial
            Group, Inc., MetaBank and Sandler O'Neill & Partners, L.P.

99.2        Press Release, dated June 10, 2013

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