<PAGE>

    As filed with the Securities and Exchange Commission on November 28, 2001
                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1993

                           __________________________

                                   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.
                            Additional Option Grants
                            (Full Title of the Plan)

                                   Alvin 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

<TABLE>
<CAPTION>
                                 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
------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                     <C>                   <C>
Common Stock, $.001 par
value per share              1,000,000 shares       $11.02(1)               $11,023,438         $2,756
------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights              1,000,000 rights          (2)                      (2)                  (2)
------------------------------------------------------------------------------------------------------------
</TABLE>

____________________

(1)  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 November 21, 2001.

(2)  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. additional stock
option grants are available without charge by contacting:

                                   Alvin 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 year ended
         December 30, 2000 (File No. 1-13409).

                 (b) The Company's Quarterly Report on Form 10-Q for the quarter
         ended September 29, 2001 (File No. 1-13409).

                 (c) The Company's Quarterly Report on Form 10-Q for the quarter
         ended June 30, 2001 (File No. 1-13409).

                 (d) The Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001 (File No. 1-13409).

                 (e)  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


                                        2

<PAGE>

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,
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 servicing 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 of
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


                                        3

<PAGE>

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.

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 November 28,
2001.

                                        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 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 November 28, 2001.

Signature                     Title
---------                     -----

/s/ Wendel H. Province        Chairman of the Board and Chief Executive Officer
-------------------------
Wendel H. Province            (principal executive officer)


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


/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

<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             Form of Option Grant Agreement.

 5               Opinion of Kirkland & Ellis with respect to the legality of the
                 shares of Common Stock being registered hereby.

 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": 24426}]
{"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": "333-74094", "film-number": "1801208"}, "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 November 28, 2001
                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           __________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1993

                           __________________________

                                   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.
                            Additional Option Grants
                            (Full Title of the Plan)

                                   Alvin 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
value per share              1,000,000 shares       $11.02(1)               $11,023,438         $2,756
------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights              1,000,000 rights          (2)                      (2)                  (2)
------------------------------------------------------------------------------------------------------------
____________________

(1)  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 November 21, 2001.

(2)  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. additional stock
option grants are available without charge by contacting:

                                   Alvin 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 year ended
         December 30, 2000 (File No. 1-13409).

                 (b) The Company's Quarterly Report on Form 10-Q for the quarter
         ended September 29, 2001 (File No. 1-13409).

                 (c) The Company's Quarterly Report on Form 10-Q for the quarter
         ended June 30, 2001 (File No. 1-13409).

                 (d) The Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001 (File No. 1-13409).

                 (e)  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

                                        2
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,
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 servicing 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 of
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

                                        3
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.

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 November 28,
2001.

                                        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 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 November 28, 2001.

Signature                     Title
---------                     -----

/s/ Wendel H. Province        Chairman of the Board and Chief Executive Officer
-------------------------
Wendel H. Province            (principal executive officer)

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

/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             Form of Option Grant Agreement.

 5               Opinion of Kirkland & Ellis with respect to the legality of the
                 shares of Common Stock being registered hereby.

 23              Consent of KPMG LLP.

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

                                        6