As filed with the Securities and Exchange Commission on January 18, 2005.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EZCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2540145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1901 CAPITAL PARKWAY
AUSTIN, TEXAS 78746
(Address of principal executive offices) (Zip Code)
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EZCORP, INC.
2003 INCENTIVE PLAN
STOCK OPTION GRANTS OUTSIDE OF A PLAN
(Full title of the plans)
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Connie Kondik Copy to:
General Counsel J. Rowland Cook, Esq.
EZCORP, Inc. Jenkens & Gilchrist,
1901 Capital Parkway A Professional Corporation
Austin, Texas 78746 401 Congress Avenue, Suite 2500
(512) 314-3462 Austin, Texas 78701
(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3)(4) OFFERING PRICE(3) FEE(3)
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Class A Non-Voting Common Stock, $.01
par value per share ................. 1,400,000 shares $14.72 $20,608,000 $2,425.56
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(1) The securities to be registered consist of 900,000 shares
reserved for issuance under the EZCORP, Inc. 2003 Incentive Plan
(the "Plan") and 500,000 shares underlying options granted
outside the Plan. Note that the number of shares authorized for
issuance under the Plan was increased from 500,000 to 900,000
pursuant to a resolution of the Board of Directors on January
15, 2004 and approved by the holder of the majority of the
shares of the registrant's voting securities.
(2) Pursuant to Rule 416, this Registration Statement is deemed to
include additional shares of common stock issuable under the
terms of the Plan to prevent dilution resulting from any further
stock split, stock dividend or similar transaction.
(3) Estimated solely for the purpose of calculating the registration
fee, in accordance with Rule 457(h), on the basis of the price
of securities of the same class, as determined in accordance
with Rule 457(c), using the average of the high and low prices
for the Class A Non-Voting Common Stock reported on the Nasdaq
Stock Market on January 10, 2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 2004, filed with the
Commission on December 14, 2004;
(2) the registrant's Current Reports on Form 8-K/A filed
with the Commission on December 15, 2004 and on Form 8-K
filed with the Commission on January 5, 2005; and
(3) the description of the registrant's Common Stock and
Common Stock Rights as set forth in the registrant's
Form 8-A Registration Statement filed with the
Commission on July 24, 1991, including any amendment or
report filed for the purpose of updating such
description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this registration statement shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
the filing of such documents until such time as there shall have been filed a
post-effective amendment that indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold at the time of
such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's Restated Certificate of Incorporation provides
that no director of the Corporation will be personally liable to
the Corporation or any of its stockholders for monetary damages
arising from the director's breach of fiduciary duty as a
director, with certain limited exceptions.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify applies
(a) if such person is successful on the merits or otherwise in the defense of
any action, suit or proceeding, or (b) if such person acted in good faith and in
a manner he reasonably believed to be in the best interest, or not opposed to
the best interest, of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication unless the court, in its
discretion, believes that in the light of all the circumstances indemnification
should apply.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions
referred to therein, such person is entitled, pursuant to
Section 145, to indemnification as described above.
The Corporation's Restated Certificate of Incorporation and Amended and
Restated Bylaws specifically provide for indemnification of officers and
directors to the fullest extent permitted by the Delaware General Corporation
Law.
Insofar as indemnification by the Corporation for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Corporation pursuant
to the foregoing provisions, the Corporation has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
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ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this registration statement.
Exhibit Description of Exhibit
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3.1 Amended and Restated Certificate of Incorporation of the
Company. Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 effective August 23, 1991
(File No. 33-41317).
3.1A Certificate of Amendment to Certificate of Incorporation of the
Company. Incorporated by reference to Exhibit 3.1A to the
Registration Statement on Form S-1 effective July 15, 1996 (File
No. 33-41317).
3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-1 effective August
23,1991 (File No. 33-41317).
3.3 Amendment to the Bylaws. Incorporated by reference to Exhibit
3.3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994 (File No. 0-19424).
3.4 Amendment to the Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.4 to Registrant's Annual
Report on Form 10-K for the year ended September 30, 1994 (File
No. 0-19424).
3.5 Amendment to the Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.5 to Registrant's Annual
Report on Form 10-K for the year ended September 30, 1997 (File
No. 0-19424).
3.6 Amendment to the Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.6 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1998 (File No. 0-19424).
5.1 Opinion of Jenkens & Gilchrist, A Professional Corporation.
10.88 EZCORP, Inc. 2003 Incentive Plan. Incorporated by reference to
Exhibit 10.88 to Registrant's Annual Report on Form 10-K for the
year ended September 30, 2003 (File No. 0-19424).
10.92 Amendment to EZCORP, Inc. 2003 Incentive Plan dated January 15,
2004.
23.1 Consent of BDO Seidman, LLP, independent registered public
accounting firm.
23.2 Consent of Ernst & Young LLP, independent registered public
accounting firm.
23.3 Consent of Jenkens & Gilchrist, A Professional Corporation
(included in the opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (on signature page).
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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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
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 the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 of
1933 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel N. Tonissen or Joseph L. Rotunda,
or either of them, as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, 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 might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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, on January 17, 2005:
EZCORP, INC.
By: /s/ Joseph L. Rotunda
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Joseph L. Rotunda
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE CAPACITY DATE
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/s/ Sterling B. Brinkley Chairman of the Board, Director January 18, 2005
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Sterling B. Brinkley
/s/ Joseph L. Rotunda Director, Chief Executive Officer and President January 17, 2005
------------------------------- (Principal Executive Officer)
Joseph L. Rotunda
/s/ Daniel N. Tonissen Senior Vice President, Chief Financial Officer January 17, 2005
------------------------------- and Assistant Secretary (Principal Financial
Daniel N. Tonissen and Accounting Officer)
/s/ Thomas C. Roberts Director January 17, 2005
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Thomas C. Roberts
/s/ Gary Matzner Director January 18, 2005
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Gary Matzner
/s/ Richard D. Sage Director January 17, 2005
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Richard D. Sage
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EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 to the Registration Statement
on Form S-1 effective August 23, 1991 (File No. 33-41317).
3.1A Certificate of Amendment to Certificate of Incorporation of the
Company. Incorporated by reference to Exhibit 3.1A to the Registration
Statement on Form S-1 effective July 15, 1996 (File No. 33-41317).
3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1 effective August 23,1991 (File No.
33-41317).
3.3 Amendment to the Bylaws. Incorporated by reference to Exhibit 3.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1994 (File No. 0-19424).
3.4 Amendment to the Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.4 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1994 (File No. 0-19424).
3.5 Amendment to the Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.5 to Registrant's Annual Report
on Form 10-K for the year ended September 30, 1997 (File No. 0-19424).
3.6 Amendment to the Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.6 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (File No.
0-19424).
5.1 Opinion of Jenkens & Gilchrist, A Professional Corporation.
10.88 EZCORP, Inc. 2003 Incentive Plan. Incorporated by reference to Exhibit
10.88 to Registrant's Annual Report on Form 10-K for the year ended
September 30, 2003 (File No. 0-19424).
10.92 Amendment to EZCORP, Inc. 2003 Incentive Plan dated January 15, 2004.
23.1 Consent of BDO Seidman, LLP, independent registered public accounting
firm.
23.2 Consent of Ernst & Young LLP, independent registered public accounting
firm.
23.3 Consent of Jenkens & Gilchrist, A Professional Corporation (included in
the opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (on signature page).
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