Document


 
 
 
 
 
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): August 28, 2018

META FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

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

5501 South Broadband Lane, Sioux Falls, South Dakota 57108
(Address of principal executive offices) (Zip Code)

(605) 782-1767
(Registrant’s telephone number, including area code)

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:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 
 
 
 
 





Item 7.01    Regulation FD Disclosure.
On August 28, 2018, Meta Financial Group, Inc. (“Meta”) issued a press release announcing that its Board of Directors (the “Board”) approved a 3-for-1 forward stock split of issued and outstanding shares of Meta common stock to be effected in the form of a 200% stock dividend (the “Stock Split”). On October 4, 2018, each stockholder of record at the close of business on September 20, 2018 (the “Record Date”) will receive two additional shares of Meta common stock for each issued and outstanding share of Meta common stock owned at the close of business on the Record Date. Meta common stock is expected to begin trading on a split-adjusted basis on October 5, 2018.

In the press release, Meta also announced that the Board declared a cash dividend of $0.15 per share, which does not give effect to the Stock Split, for the fourth quarter of its fiscal year 2018.

The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.


Item 9.01    Financial Statements and Exhibits.    
(d) Exhibits.
Exhibit Number
Description of Exhibit
Registrant's Press Release dated August 28, 2018






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.
 
 
 
Date: August 28, 2018
By:
/s/ Glen W. Herrick
 
 
Glen W. Herrick
 
 
Executive Vice President, Chief Financial Officer,
 
 
and Secretary
 
 
 
 
 
 
 
 
 
 
 
 



Exhibit


Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12432144&doc=3

Meta Financial Group, Inc.® Announces Forward Stock Split and Dividend Increase

Declares Three-for-One Forward Stock Split
Increases Cash Dividend 15.4%

Sioux Falls, S.D., August 28, 2018 (GLOBE NEWSWIRE) - Meta Financial Group, Inc.® (Nasdaq: CASH) (“Meta” or the “Company”) announced today that the Board of Directors authorized a forward stock split in the form of a stock dividend of two additional shares of common stock for each of the issued and outstanding shares of Meta common stock. The stock dividend pursuant to the stock split will be payable on October 4, 2018, to shareholders of record at the close of business on September 20, 2018. The stock split does not change the proportionate ownership interest a stockholder maintains in Meta. As a result of the stock split, the number of issued and outstanding shares of Meta common stock will increase to approximately 39.2 million shares, which includes shares issued pursuant to the Crestmark Bancorp merger that closed on August 1, 2018. The Company expects its common stock to begin trading on a split-adjusted basis on October 5, 2018.
In addition, the Company announced that the Board of Directors approved an increase in the quarterly common stock dividend, to $0.15 per share, or $0.60 annualized, representing a 15.4% increase over the quarterly dividend paid previously. This dividend will be payable on October 1, 2018 to shareholders of record as of September 7, 2018. The stated dividend amount does not give effect to the forward stock split, and, as such, the Company will pay a cash dividend of $0.15 per share for the fourth fiscal quarter of 2018. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by Meta’s Board of Directors.
“We believe the stock split will enhance the liquidity of our stock by making more shares available in the market within a price range that may be attractive to a broader group of potential investors,” said Chairman and CEO J. Tyler Haahr. “Following the completion of the Crestmark merger, we have had the opportunity to evaluate our longer-term strategic goals, while at the same time increasing near-term shareholder return, as evidenced by the announcement today of an increase in our quarterly dividend. As we expect to generate excess capital through earnings growth, we continue to evaluate capital deployment strategies, including growth initiatives, share repurchases and dividend increases. We have a strong capital position that allows us to reward our shareholders while still meeting our strategic objectives.”

About Meta Financial Group
Meta Financial Group, Inc.® (Nasdaq: CASH) is the holding company for the financial services company MetaBank® (“Meta”). Founded in 1954, Meta has grown to operate in several different financial sectors: payments, tax services, national commercial lending, community banking, national consumer lending and insurance premium financing. Meta works with high-value niche industries, strategic-growth companies and technology adopters to grow their businesses and build more profitable customer relationships. Meta tailors solutions for bank and non-bank businesses, and provides a focused collaborative approach. The organization is helping to shape the evolving financial services landscape by directly investing in innovation and acquiring complementary businesses that strategically expand its suite of services. Meta has a national presence and over 1,200 employees, with corporate headquarters in Sioux Falls, S.D. For more information, visit the Meta Financial Group website or LinkedIn.








Forward Looking Statements
This Press Release includes statements which may constitute forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the stock split and the Company’s expectations regarding its impact on the market for shares of Company common stock, the quarterly dividend and expectations with respect to the Company’s strategic goals, shareholder return and earnings growth. The accuracy of these statements are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Various factors could cause actual results to differ materially from those expressed or implied herein, including the factors discussed in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. The Company expressly disclaims any intent or obligation to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as a result of new information, changed circumstances or future events, or for any other reason.

Investor Relations and Media Contact:
 
Brittany Kelley Elsasser
 
Director of Investor Relations
 
605.362.2423
 
bkelley@metabank.com