<PAGE>

      As filed with the Securities and Exchange Commission on May 28, 2002
                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------
                                   MIDAS, INC.

             (Exact name of registrant as specified in its charter)

                          ----------------------------

                    Delaware                             36-4180556
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

        1300 Arlington Heights Road
             Itasca, Illinois                              60143
 (Address of Principal Executive Offices)                (Zip Code)

                                   Midas, Inc.
                               Treasury Stock Plan
                            (Full Title of the Plan)

                                  Alvin K. Marr
                  Vice President, Secretary and General Counsel
                                   Midas, Inc.
                           1300 Arlington Heights Road
                             Itasca, Illinois 60143
                                 (630) 438-3000

  (Name and address, including zip code, and telephone number, including area
                          code, of agent for services)

                                    Copy to:
                                    --------
                             Carter W. Emerson, P.C.
                                Kirkland & Ellis
                             200 East Randolph Drive
                             Chicago, Illinois 60601
                                 (312) 861-2000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
 Title of securities to be    Amount to be         offering price per     aggregate offering          Amount of
       registered              registered                share                   price              Registration
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                        <C>                    <C>                    <C>
Common Stock, $.001 par       400,000 shares              $13.27(2)           $5,306,250(2)             $488
value per share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Preferred Stock Purchase
Rights                        400,000 rights             (3)                    (3)                     (3)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

------------------------
(1)  This  registration  statement also covers such additional and indeterminate
     number of shares as may become  issuable  because of the  provisions of the
     Midas,  Inc.  Treasury Stock Plan (the "Plan")  relating to adjustments for
     changes   resulting   from   a   stock   dividend,    spin-off,   split-up,
     recapitalization, merger, consolidation, combination or exchange of shares,
     or similar change.

(2)  Estimated  pursuant to Rule 457(c) and (h) under the  Securities Act solely
     for purposes of  calculating  amount of  registration  fee,  based upon the
     average  high and low sale prices of the Common  Stock  reported on the New
     York Stock Exchange on May 23, 2002.

(3)  Rights to  purchase  Series A Junior  Participating  Preferred  Stock  (the
     "Rights")  initially  are  attached  to and trade with the shares of Common
     Stock being registered  hereby.  The value  attributable to such Rights, if
     any, is reflected in the market price of the Common Stock.

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

         The documents  containing the  information  specified in Part I will be
delivered  in  accordance  with  Rule  428(b)(1)  of the  Securities  Act.  Such
documents  are not required to be, and are not,  filed with the  Securities  and
Exchange Commission ("Commission") either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents,  and the  documents  incorporated  by reference in this  Registration
Statement  pursuant  to  Item 3 of Part II of this  Form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the terms of the Midas,  Inc. Treasury Stock Plan
are available without charge by contacting:

                                  Alvin K. Marr
                  Vice President, Secretary and General Counsel
                                   Midas, Inc.
                           1300 Arlington Heights Road
                             Itasca, Illinois 60143
                                 (630) 438-3000

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The  following  documents,  which have been filed by Midas,  Inc.  (the
"Company") with the Commission,  are incorporated in this Registration Statement
by reference:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year ended December 29, 2001 (File No. 1-13409).

                  (b) The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 30, 2002 (File No. 1-13409).

                  (c) The  descriptions of the Company's Common Stock, par value
         $.001  per  share,  and the  Rights  associated  therewith,  which  are
         contained in the Section entitled  "Description of Capital Stock of the
         Companies"  in Exhibit 99 to the  Company's  Registration  Statement on
         Form  10-12/A  No. 3  (post-effective  amendment  No. 1) filed with the
         Commission on January 7, 1998 (File No. 1-13409).

         All documents  subsequently filed by the Company and the Plans pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein  and to be part  hereof  from the date of the  filing  of such
documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.    Description of Securities. Not Applicable.


Item 5.    Interests of Named Experts and Counsel. Not Applicable.


Item 6.    Indemnification of Directors and Officers.

         In  accordance   with  Section   102(b)(7)  of  the  Delaware   General
Corporation   Law  (the   "Delaware   Law"),   the  Company's   Certificate   of
Incorporation,  as amended (the "Charter"), provides that directors shall not be
personally  liable to the Company or its  shareholders  for monetary damages for
breaches of their  fiduciary duty as directors  except for (i) breaches of their
duty of loyalty to the Company or its  shareholders,  (ii) acts or omissions not
in good faith or which involve  intentional  misconduct or knowing violations of
law,  (iii) certain  transactions  under Section 174 of the Delaware Law,  which
concerns unlawful payments of dividends,  stock purchases or redemptions or (iv)
transactions from which a director derives an improper personal benefit.

         The  Charter  provides  that each person who is or was or had agreed to
become a  director  or  officer  of the  Company,  or each  person who is or was
serving or who had agreed to serve at the request of the board of  directors  of
the Company or an officer of the  Company as a director,  officer or employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person),  will be indemnified by the Company, in accordance with and pursuant to
the By-Laws of the Company (the "By-Laws"). In addition, the Company may provide
indemnification  to its employees and agents to the extent provided by action of
its board of directors pursuant to the By-Laws.  The Company may also enter into
one or more agreements with any person providing for indemnification  greater or
different than that provided in the Charter.

         The By-Laws  provide  that each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in any  action,  suit,  or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the legal  representative  is or was a director or officer of the Company
or is or was serving at the request of the Company as a director, officer,


                                       2

<PAGE>

employee or agent of another  corporation  or of a  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  whether the basis of such  Proceeding  is alleged  action in an official
capacity as a  director,  officer,  employee  or agent or in any other  capacity
while serving as a director, officer, employee or agent, will be indemnified and
held  harmless by the Company to the fullest  extent  authorized by the Delaware
Law as the same exists or may in the future be amended  (but, in the case of any
such  amendment,  only to the extent that such amendment  permits the Company to
provide broader  indemnification  rights than Delaware Law permitted the Company
to provide  prior to such  amendment),  against all expense,  liability and loss
(including  attorneys' fees,  judgments,  fines, excise taxes under the Employee
Retirement  Income  Security  Act of  1974  or  penalties  and  amounts  paid in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith and such  indemnification  will continue as to a person who has ceased
to be a  director,  officer,  employee or agent and will inure to the benefit if
his or her heirs, executors and administrators;  provided,  however, that except
as described in the following  paragraph  with respect to Proceedings to enforce
rights to  indemnification,  the Company will  indemnify any such person seeking
indemnification  in connection with a Proceeding (or part thereof)  initiated by
such person only if such  Proceeding  (or part  thereof) was  authorized  by the
board of directors or the Company.  The Company's board of directors may provide
indemnification  to  employees  and agents of the  Company to the same extent as
provided to directors and officers of the Company.

         Pursuant  to  the  By-Laws,  if a  claim  described  in  the  preceding
paragraph is not paid in full by the Company  within thirty days after a written
claim has been received by the Company,  the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim and, if
successful  in whole or in part,  the claimant  will also be entitled to be paid
the expense of  prosecuting  such claim.  The By-Laws  provide that it will be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  Proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered to the Company)  that the claimant has not met the standards of conduct
which make it  permissible  under the  Delaware Law for the Company to indemnify
the claimant for the amount  claimed,  but the burden of providing  such defense
will be on the Company.  Neither the failure of the Company (including the board
of directors of the Company,  independent legal counsel or stockholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the Delaware Law, nor an
actual  determination  by the Company  (including  the board of directors of the
Company,  independent  legal counsel or shareholders)  that the claimant has not
met such  applicable  standard  of  conduct,  will be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.

         The By-Laws provide that the right to  indemnification  and the payment
of  expenses  incurred  in  defending  a  Proceeding  in  advance  of its  final
disposition  conferred  in the By-Laws  will not be exclusive of any other right
which any  person  may have or may in the  future  acquire  under  any  statute,
provision  of the Charter,  the  By-Laws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise. The By-Laws permit the Company to maintain
insurance, at its expense to protect itself and any director,  officer, employee
or agent of the  Company or another  corporation,  partnership,  joint  venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify  such person against such expense,
liability  or loss under the Delaware  Law.  The Company has obtained  liability
insurance providing coverage to its directors and officers.

         The By-Laws provide that the right to indemnification conferred therein
is a  contract  right  and  includes  the  right to be paid by the  Company  the
expenses  incurred  in  defending  any such  Proceeding  in advance of its final
disposition,  except  that if the  Delaware  Law  requires,  the payment of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation,  service
to  an  employee  benefit  plan)  in  advance  of  the  final  disposition  of a
Proceeding,  will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is  ultimately  determined  that such  director or officer is not entitled to be
indemnified under the By-Laws or otherwise.


                                       3

<PAGE>

Item 7.    Exemption from Registration Claimed.  Not applicable.


Item 8.    Exhibits.  See the Exhibit Index located at page 6.


Item 9.    Undertakings.

                  (a) The undersigned registrant hereby undertakes:

                           (1) to file,  during  any  period in which  offers or
         sales are being made, a post-effective  amendment to this  Registration
         Statement:

                                    (i) to include  any  prospectus  required by
                  Section 10(a)(3) of the Securities Act;

                                    (ii) to reflect in the  prospectus any facts
                  or events  arising  after the effective  date of  Registration
                  Statement (or most recent  post-effective  amendment  thereof)
                  which,   individually   or  in  the  aggregate,   represent  a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration statement; and

                                    (iii) to include  any  material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed  in  this  Registration  Statement  or any  material
                  change to such information in this Registration Statement;

                           (2)  that,  for  the  purpose  of   determining   any
         liability under the Securities Act, each such post-effective  amendment
         shall be  deemed to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof; and

                           (3)  to  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
         purposes of determining  any liability  under the Securities  Act, each
         filing of the  Company's  annual  report  pursuant to Section  13(a) or
         Section 15(d) of the Exchange Act (and, where  applicable,  each filing
         of an employee  benefit plan's annual report  pursuant to Section 15(d)
         of  the  Exchange  Act)  that  is  incorporated  by  reference  in  the
         Registration  Statement  shall  be  deemed  to  be a  new  registration
         statement  relating to the securities  offered herein, and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
         the  Securities  Act  may  be  permitted  to  directors,  officers  and
         controlling  persons  of  the  registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the registrant has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for  indemnification  against  such  liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against  public  policy as  expressed  in the
         Securities Act and will be governed by the final  adjudication  of such
         issue.


                                       4

<PAGE>

                                   SIGNATURES

         The Registrant:  Pursuant to the  requirements of the Securities Act of
1933, the Company  certifies  that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Itasca, State of Illinois, on May 9, 2002.

                            MIDAS, INC.

                            By: /s/ William M. Guzik
                               ---------------------------------------------
                               William M. Guzik
                               Senior Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  William M. Guzik and Alvin K. Marr, and
each or either of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments (including post-effective  amendments) to this registration statement
under the  Securities  Act of 1933, as amended,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their,  or his or her substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 9, 2002.

<TABLE>
<CAPTION>
Signature                      Title
---------                      -----
<S>                            <C>
/s/ Wendel H. Province         Chairman of the Board and Chief Executive Officer
--------------------------     (principal executive officer)
Wendel H. Province


/s/ William M. Guzik           Senior Vice President and Chief Financial Officer
--------------------------     (principal accounting officer)
William M. Guzik

/s/ Herbert M. Baum            Director
--------------------------
Herbert M. Baum

/s/ Thomas L. Bindley          Director
--------------------------
Thomas L. Bindley

/s/ Archie R. Dykes            Director
--------------------------
Archie R. Dykes

/s/ Jarobin Gilbert, Jr.       Director
--------------------------
Jarobin Gilbert, Jr.


/s/ Robert R. Schoeberl        Director
--------------------------
Robert R. Schoeberl
</TABLE>


                                       5

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number         Description

  4.1          Certificate of Incorporation of the Company (incorporated by
               reference to Exhibit 3(i).1 of the Company's Registration
               Statement on Form 10-12B (File No. 1-13409)).

  4.2          Certificate of Amendment to the Certificate of Incorporation of
               the Company, dated December 30, 1997 (incorporated by reference
               to Exhibit 3(i).2 of the Company's Registration Statement on Form
               10-12B/A No. 3 (post-effective amendment No. 1) (File No.
               1-13409)).

  4.3          Certificate of Designation of Series A Junior Participating
               Preferred Stock of the Company (incorporated by reference to
               Exhibit 4.3 to the Company's Registration Statement on Form S-8
               (Registration No. 333-44625)).

  4.4          Bylaws of the Company, as amended December 31, 1997 (incorporated
               by reference to Exhibit 4.4 to the Company's Registration
               Statement on Form S-8 (Registration No. 333-44625)).

  4.5          Rights Agreement, dated as of December 31, 1997, between the
               Company and First Chicago Trust Company of New York, as rights
               agent (incorporated by reference to Exhibit 4.5 to the Company's
               Registration Statement on Form S-8 (Registration No. 333-44625)).

  4.6          Midas, Inc. Treasury Stock Plan

  23           Consent of KPMG LLP.

  24           Powers of Attorney (contained on the signature pages to this
               Registration Statement).



                                       6
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25199}]
{"company-data": {"conformed-name": "MIDAS INC", "cik": "0001046131", "assigned-sic": "5013", "irs-number": "364180556", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89226", "film-number": "02663657"}, "business-address": {"street1": "1300 ARLINGTON HEIGHTS ROAD", "city": "ITASCA", "state": "IL", "zip": "60143", "phone": "630-438-30"}, "mail-address": {"street1": "1300 ARLINGTON HEIGHTS ROAD", "city": "ITASCA", "state": "IL", "zip": "60143"}, "former-company": {"former-conformed-name": "MIDAS GROUP INC", "date-changed": "19970915"}}
As filed with the Securities and Exchange Commission on May 28, 2002
                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------
                                   MIDAS, INC.

             (Exact name of registrant as specified in its charter)

                          ----------------------------

                    Delaware                             36-4180556
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

        1300 Arlington Heights Road
             Itasca, Illinois                              60143
 (Address of Principal Executive Offices)                (Zip Code)

                                   Midas, Inc.
                               Treasury Stock Plan
                            (Full Title of the Plan)

                                  Alvin K. Marr
                  Vice President, Secretary and General Counsel
                                   Midas, Inc.
                           1300 Arlington Heights Road
                             Itasca, Illinois 60143
                                 (630) 438-3000

  (Name and address, including zip code, and telephone number, including area
                          code, of agent for services)

                                    Copy to:
                                    --------
                             Carter W. Emerson, P.C.
                                Kirkland & Ellis
                             200 East Randolph Drive
                             Chicago, Illinois 60601
                                 (312) 861-2000

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
 Title of securities to be    Amount to be         offering price per     aggregate offering          Amount of
       registered              registered                share                   price              Registration
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $.001 par       400,000 shares              $13.27(2)           $5,306,250(2)             $488
value per share
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Preferred Stock Purchase
Rights                        400,000 rights             (3)                    (3)                     (3)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------
(1)  This  registration  statement also covers such additional and indeterminate
     number of shares as may become  issuable  because of the  provisions of the
     Midas,  Inc.  Treasury Stock Plan (the "Plan")  relating to adjustments for
     changes   resulting   from   a   stock   dividend,    spin-off,   split-up,
     recapitalization, merger, consolidation, combination or exchange of shares,
     or similar change.

(2)  Estimated  pursuant to Rule 457(c) and (h) under the  Securities Act solely
     for purposes of  calculating  amount of  registration  fee,  based upon the
     average  high and low sale prices of the Common  Stock  reported on the New
     York Stock Exchange on May 23, 2002.

(3)  Rights to  purchase  Series A Junior  Participating  Preferred  Stock  (the
     "Rights")  initially  are  attached  to and trade with the shares of Common
     Stock being registered  hereby.  The value  attributable to such Rights, if
     any, is reflected in the market price of the Common Stock.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

         The documents  containing the  information  specified in Part I will be
delivered  in  accordance  with  Rule  428(b)(1)  of the  Securities  Act.  Such
documents  are not required to be, and are not,  filed with the  Securities  and
Exchange Commission ("Commission") either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents,  and the  documents  incorporated  by reference in this  Registration
Statement  pursuant  to  Item 3 of Part II of this  Form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the terms of the Midas,  Inc. Treasury Stock Plan
are available without charge by contacting:

                                  Alvin K. Marr
                  Vice President, Secretary and General Counsel
                                   Midas, Inc.
                           1300 Arlington Heights Road
                             Itasca, Illinois 60143
                                 (630) 438-3000
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The  following  documents,  which have been filed by Midas,  Inc.  (the
"Company") with the Commission,  are incorporated in this Registration Statement
by reference:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
         year ended December 29, 2001 (File No. 1-13409).

                  (b) The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 30, 2002 (File No. 1-13409).

                  (c) The  descriptions of the Company's Common Stock, par value
         $.001  per  share,  and the  Rights  associated  therewith,  which  are
         contained in the Section entitled  "Description of Capital Stock of the
         Companies"  in Exhibit 99 to the  Company's  Registration  Statement on
         Form  10-12/A  No. 3  (post-effective  amendment  No. 1) filed with the
         Commission on January 7, 1998 (File No. 1-13409).

         All documents  subsequently filed by the Company and the Plans pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein  and to be part  hereof  from the date of the  filing  of such
documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.    Description of Securities. Not Applicable.

Item 5.    Interests of Named Experts and Counsel. Not Applicable.

Item 6.    Indemnification of Directors and Officers.

         In  accordance   with  Section   102(b)(7)  of  the  Delaware   General
Corporation   Law  (the   "Delaware   Law"),   the  Company's   Certificate   of
Incorporation,  as amended (the "Charter"), provides that directors shall not be
personally  liable to the Company or its  shareholders  for monetary damages for
breaches of their  fiduciary duty as directors  except for (i) breaches of their
duty of loyalty to the Company or its  shareholders,  (ii) acts or omissions not
in good faith or which involve  intentional  misconduct or knowing violations of
law,  (iii) certain  transactions  under Section 174 of the Delaware Law,  which
concerns unlawful payments of dividends,  stock purchases or redemptions or (iv)
transactions from which a director derives an improper personal benefit.

         The  Charter  provides  that each person who is or was or had agreed to
become a  director  or  officer  of the  Company,  or each  person who is or was
serving or who had agreed to serve at the request of the board of  directors  of
the Company or an officer of the  Company as a director,  officer or employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person),  will be indemnified by the Company, in accordance with and pursuant to
the By-Laws of the Company (the "By-Laws"). In addition, the Company may provide
indemnification  to its employees and agents to the extent provided by action of
its board of directors pursuant to the By-Laws.  The Company may also enter into
one or more agreements with any person providing for indemnification  greater or
different than that provided in the Charter.

         The By-Laws  provide  that each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in any  action,  suit,  or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the legal  representative  is or was a director or officer of the Company
or is or was serving at the request of the Company as a director, officer,

                                       2
employee or agent of another  corporation  or of a  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  whether the basis of such  Proceeding  is alleged  action in an official
capacity as a  director,  officer,  employee  or agent or in any other  capacity
while serving as a director, officer, employee or agent, will be indemnified and
held  harmless by the Company to the fullest  extent  authorized by the Delaware
Law as the same exists or may in the future be amended  (but, in the case of any
such  amendment,  only to the extent that such amendment  permits the Company to
provide broader  indemnification  rights than Delaware Law permitted the Company
to provide  prior to such  amendment),  against all expense,  liability and loss
(including  attorneys' fees,  judgments,  fines, excise taxes under the Employee
Retirement  Income  Security  Act of  1974  or  penalties  and  amounts  paid in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith and such  indemnification  will continue as to a person who has ceased
to be a  director,  officer,  employee or agent and will inure to the benefit if
his or her heirs, executors and administrators;  provided,  however, that except
as described in the following  paragraph  with respect to Proceedings to enforce
rights to  indemnification,  the Company will  indemnify any such person seeking
indemnification  in connection with a Proceeding (or part thereof)  initiated by
such person only if such  Proceeding  (or part  thereof) was  authorized  by the
board of directors or the Company.  The Company's board of directors may provide
indemnification  to  employees  and agents of the  Company to the same extent as
provided to directors and officers of the Company.

         Pursuant  to  the  By-Laws,  if a  claim  described  in  the  preceding
paragraph is not paid in full by the Company  within thirty days after a written
claim has been received by the Company,  the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim and, if
successful  in whole or in part,  the claimant  will also be entitled to be paid
the expense of  prosecuting  such claim.  The By-Laws  provide that it will be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  Proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered to the Company)  that the claimant has not met the standards of conduct
which make it  permissible  under the  Delaware Law for the Company to indemnify
the claimant for the amount  claimed,  but the burden of providing  such defense
will be on the Company.  Neither the failure of the Company (including the board
of directors of the Company,  independent legal counsel or stockholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the Delaware Law, nor an
actual  determination  by the Company  (including  the board of directors of the
Company,  independent  legal counsel or shareholders)  that the claimant has not
met such  applicable  standard  of  conduct,  will be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.

         The By-Laws provide that the right to  indemnification  and the payment
of  expenses  incurred  in  defending  a  Proceeding  in  advance  of its  final
disposition  conferred  in the By-Laws  will not be exclusive of any other right
which any  person  may have or may in the  future  acquire  under  any  statute,
provision  of the Charter,  the  By-Laws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise. The By-Laws permit the Company to maintain
insurance, at its expense to protect itself and any director,  officer, employee
or agent of the  Company or another  corporation,  partnership,  joint  venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify  such person against such expense,
liability  or loss under the Delaware  Law.  The Company has obtained  liability
insurance providing coverage to its directors and officers.

         The By-Laws provide that the right to indemnification conferred therein
is a  contract  right  and  includes  the  right to be paid by the  Company  the
expenses  incurred  in  defending  any such  Proceeding  in advance of its final
disposition,  except  that if the  Delaware  Law  requires,  the payment of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation,  service
to  an  employee  benefit  plan)  in  advance  of  the  final  disposition  of a
Proceeding,  will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is  ultimately  determined  that such  director or officer is not entitled to be
indemnified under the By-Laws or otherwise.

                                       3
Item 7.    Exemption from Registration Claimed.  Not applicable.

Item 8.    Exhibits.  See the Exhibit Index located at page 6.

Item 9.    Undertakings.

                  (a) The undersigned registrant hereby undertakes:

                           (1) to file,  during  any  period in which  offers or
         sales are being made, a post-effective  amendment to this  Registration
         Statement:

                                    (i) to include  any  prospectus  required by
                  Section 10(a)(3) of the Securities Act;

                                    (ii) to reflect in the  prospectus any facts
                  or events  arising  after the effective  date of  Registration
                  Statement (or most recent  post-effective  amendment  thereof)
                  which,   individually   or  in  the  aggregate,   represent  a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration statement; and

                                    (iii) to include  any  material  information
                  with  respect  to the  plan  of  distribution  not  previously
                  disclosed  in  this  Registration  Statement  or any  material
                  change to such information in this Registration Statement;

                           (2)  that,  for  the  purpose  of   determining   any
         liability under the Securities Act, each such post-effective  amendment
         shall be  deemed to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof; and

                           (3)  to  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
         purposes of determining  any liability  under the Securities  Act, each
         filing of the  Company's  annual  report  pursuant to Section  13(a) or
         Section 15(d) of the Exchange Act (and, where  applicable,  each filing
         of an employee  benefit plan's annual report  pursuant to Section 15(d)
         of  the  Exchange  Act)  that  is  incorporated  by  reference  in  the
         Registration  Statement  shall  be  deemed  to  be a  new  registration
         statement  relating to the securities  offered herein, and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
         the  Securities  Act  may  be  permitted  to  directors,  officers  and
         controlling  persons  of  the  registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the registrant has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for  indemnification  against  such  liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against  public  policy as  expressed  in the
         Securities Act and will be governed by the final  adjudication  of such
         issue.

                                       4
SIGNATURES

         The Registrant:  Pursuant to the  requirements of the Securities Act of
1933, the Company  certifies  that it has reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Itasca, State of Illinois, on May 9, 2002.

                            MIDAS, INC.

                            By: /s/ William M. Guzik
                               ---------------------------------------------
                               William M. Guzik
                               Senior Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  William M. Guzik and Alvin K. Marr, and
each or either of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments (including post-effective  amendments) to this registration statement
under the  Securities  Act of 1933, as amended,  and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their,  or his or her substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 9, 2002.
Signature                      Title
---------                      -----
/s/ Wendel H. Province         Chairman of the Board and Chief Executive Officer
--------------------------     (principal executive officer)
Wendel H. Province

/s/ William M. Guzik           Senior Vice President and Chief Financial Officer
--------------------------     (principal accounting officer)
William M. Guzik

/s/ Herbert M. Baum            Director
--------------------------
Herbert M. Baum

/s/ Thomas L. Bindley          Director
--------------------------
Thomas L. Bindley

/s/ Archie R. Dykes            Director
--------------------------
Archie R. Dykes

/s/ Jarobin Gilbert, Jr.       Director
--------------------------
Jarobin Gilbert, Jr.

/s/ Robert R. Schoeberl        Director
--------------------------
Robert R. Schoeberl
5
EXHIBIT INDEX

Exhibit
Number         Description

  4.1          Certificate of Incorporation of the Company (incorporated by
               reference to Exhibit 3(i).1 of the Company's Registration
               Statement on Form 10-12B (File No. 1-13409)).

  4.2          Certificate of Amendment to the Certificate of Incorporation of
               the Company, dated December 30, 1997 (incorporated by reference
               to Exhibit 3(i).2 of the Company's Registration Statement on Form
               10-12B/A No. 3 (post-effective amendment No. 1) (File No.
               1-13409)).

  4.3          Certificate of Designation of Series A Junior Participating
               Preferred Stock of the Company (incorporated by reference to
               Exhibit 4.3 to the Company's Registration Statement on Form S-8
               (Registration No. 333-44625)).

  4.4          Bylaws of the Company, as amended December 31, 1997 (incorporated
               by reference to Exhibit 4.4 to the Company's Registration
               Statement on Form S-8 (Registration No. 333-44625)).

  4.5          Rights Agreement, dated as of December 31, 1997, between the
               Company and First Chicago Trust Company of New York, as rights
               agent (incorporated by reference to Exhibit 4.5 to the Company's
               Registration Statement on Form S-8 (Registration No. 333-44625)).

  4.6          Midas, Inc. Treasury Stock Plan

  23           Consent of KPMG LLP.

  24           Powers of Attorney (contained on the signature pages to this
               Registration Statement).

                                       6