PATHWARD FINANCIAL, INC. — Capital/Financing Update 2010

Feb 2, 2010

Table of Contents

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of the*

*Securities Exchange Act of 1934*

Date of report (Date of earliest event reported ) : January 29, 2010

*Meta Financial Group, Inc.*

(Exact name of registrant as specified in its charter)

Delaware	0-22140	42-1406262
(State or other jurisdiction of	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

*121 East Fifth Street, Storm Lake, IA 50588*

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (712) 732-4117

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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*TABLE OF CONTENTS*

| Section 3 | Securities
and Trading Markets |
| --- | --- |
| Item
3.02 | Unregistered
Sale of Equity Securities |
| Section 9 | Financial Statements and
Exhibits |
| Item 9.01 | Financial Statements and
Exhibits |
| Signatures | |
| Exhibit Index | |
| Exhibit 10.1 | |

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*Section 3 — Securities and Trading Markets*

*Item 3.02 Unregistered Sales of Equity Securities*

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Meta Financial Group, Inc., a Delaware corporation (the “Company”), pursuant to an agreement entered into by the parties on January 29, 2010:

On January 29, 2010, the Company agreed to sell 150,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to NetSpend Holdings, Inc., a Delaware corporation (“NetSpend”). The sale closed on January 29, 2010, and at the conclusion of the sale NetSpend held approximately 4.9% of the issued and outstanding Common Stock of the Company. The Securities Purchase Agreement (the “Agreement”) entered into by the parties includes a registration rights agreement, the form of which is attached as Exhibit B to the Agreement. No board seats or management rights were provided to NetSpend in connection with its investment in Meta.

NetSpend paid $21.40 per share of Common Stock, for an aggregate purchase price of $3,210,000. The Company paid no fees or commissions in connection with the issuance of the Common Stock to NetSpend. The bulk of these proceeds will be used to support growth in the Meta Payment Systems division.

The sale of the Common Stock was undertaken by the registrant without registration in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the 1933 Act. NetSpend is an “accredited investor” within the meaning of Regulation D.

*Section 9 — Financial Statements and Exhibits*

*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits .

The following Exhibits are being furnished herewith:

10.1 Securities Purchase Agreement by and between Meta Financial Group, Inc. and NetSpend Holdings, Inc., dated January 29, 2010

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*SIGNATURE*

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| | META
FINANCIAL GROUP, INC. |
| --- | --- |
| By: | /s/
J. Tyler Haahr |
| | J.
Tyler Haahr |
| | President
and Chief Executive Officer |

Dated: February 2, 2010

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Exhibit Index

Exhibit
Number	Description
of Exhibit
10.1	Securities
Purchase Agreement by and between Meta Financial Group, Inc. and
NetSpend Holdings, Inc., dated January 29, 2010

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