SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
First Cash Financial Services, Inc.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________
5) Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid: ________________________________________
2) Form, Schedule or Registration Statement No.: ___________________
3) Filing Party: ___________________________________________________
4) Date Filed: _____________________________________________________
Dear Stockholder:
We cordially invite you to attend our 2001 Annual Meeting, which will
be held on Thursday, July 18, 2002, at 10:00 a.m. at the First Cash
Financial Services, Inc. corporate offices located at 690 East Lamar
Boulevard, Suite 400, Arlington, Texas, 76011. At this meeting you will be
asked to act upon the proposals as contained herein.
Your Board of Directors recommends that you vote in favor of each of
these proposals. You should read with care the attached Proxy Statement,
which contains detailed information about these proposals.
Your vote is important, and accordingly, we urge you to complete, sign,
date and return your Proxy card promptly in the enclosed postage-paid
envelope. The fact that you have returned your Proxy in advance will in no
way affect your right to vote in person should you attend the meeting.
However, by signing and returning the Proxy, you have assured representation
of your shares.
We hope that you will be able to join us on July 18.
Very truly yours,
/s/ Rick Powell
-------------------------
Rick Powell
Chairman of the Board and
Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas 76011
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 18, 2002
_______________
Notice is hereby given that the Annual Meeting of Stockholders of First
Cash Financial Services, Inc. (the "Company") will be held at the First Cash
Financial Services, Inc. corporate offices located at 690 East Lamar
Boulevard, Suite 400, Arlington, Texas 76011 at 10:00 a.m., Dallas/Fort
Worth time, on Thursday, July 18, 2002, for the following purposes:
1. To elect one Director;
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors of the Company for the year ending December 31, 2002;
3. To approve an increase in the number of shares available for
issuance in the Company's 1999 Stock Option Plan; from 1,200,000
shares of common stock to 2,500,000 shares of common stock.
4. To transact such other business as may properly come before the
meeting.
Common stockholders of record at the close of business on June 7, 2002
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ Rick L. Wessel
----------------------------------
Arlington, Texas Rick L. Wessel
June 14, 2002 President, Chief Financial Officer,
Secretary and Treasurer
First Cash Financial Services, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas 76011
_______________
PROXY STATEMENT
Annual Meeting of Stockholders
_______________
This Proxy Statement is being furnished to stockholders in connection
with the solicitation of proxies by the Board of Directors of First Cash
Financial Services, Inc., a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders of the Company to be held at the First
Cash Financial Services, Inc. corporate offices located at 690 East Lamar
Boulevard, Suite 400, Arlington, Texas 76011 at 10:00 a.m., on Thursday,
July 18, 2002, and at any adjournments thereof for the purpose of
considering and voting upon the matters set forth in the accompanying
Notice of Annual Meeting of Stockholders. This Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders on or
about June 14, 2002.
The close of business on June 7, 2002 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of the record date,
there were 8,871,187 shares of the Company's common stock, par value $.01
per share ("Common Stock"), issued and outstanding. The presence, in person
or by proxy, of a majority of the outstanding shares of Common Stock on the
record date is necessary to constitute a quorum at the Annual Meeting. Each
share of Common Stock is entitled to one vote on all questions requiring a
stockholder vote at the Annual Meeting. A plurality of the votes of the
shares of Common Stock present in person or represented by proxy at the
Annual Meeting is required for the approval of Item 1 as set forth in the
accompanying Notice. The affirmative vote of a majority of the shares of
Common Stock present or represented by proxy and entitled to vote at the
Annual Meeting is required for the approval of Items 2 and 3 as set forth in
the accompanying Notice. Stockholders may not cumulate their votes in the
election of directors. Abstentions are treated as votes against a proposal
and broker non-votes have no effect on the vote.
All shares represented by properly executed proxies, unless such
proxies previously have been revoked, will be voted at the Annual Meeting in
accordance with the directions on the proxies. If no direction is
indicated, the shares will be voted (i) TO ELECT ONE DIRECTOR; (ii) TO
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2002; (iii) TO APPROVE AN INCREASE
IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE IN THE COMPANY'S 1999 STOCK
OPTION PLAN FROM 1,200,000 SHARES OF COMMON STOCK TO 2,500,000 SHARES OF
COMMON STOCK; AND (iv) TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING. The enclosed proxy, even though executed and returned,
may be revoked at any time prior to the voting of the proxy (a) by the
execution and submission of a revised proxy, (b) by written notice to the
Secretary of the Company or (c) by voting in person at the Annual Meeting.
ANNUAL REPORT
The Annual Report to Stockholders, covering the fiscal year of the
Company, dated December 31, 2001, including audited financial statements, is
enclosed herewith. The Annual Report to Stockholders does not form any part
of the material for solicitation of proxies.
The Company will provide, without charge, a copy of its Annual Report
on Form 10-K upon written request to Rick L. Wessel, the President, Chief
Financial Officer, Secretary and Treasurer at 690 East Lamar Boulevard,
Suite 400, Arlington, Texas 76011. The Company will provide exhibits to its
Annual Report on Form 10-K, upon payment of the reasonable expenses incurred
by the Company in furnishing such exhibits.
ITEM 1
TO ELECT ONE DIRECTOR
The Bylaws of the Company provide that the Board of Directors will
determine the number of directors, but shall consist of at least one
director and no more than 15 directors. The stockholders of the Company
elect the directors. At each annual meeting of stockholders of the Company
successors of the class of directors whose term expires at the annual
meeting will be elected for a three-year term. Any director elected to fill
a vacancy or newly created directorship resulting from an increase in the
authorized number of directors shall hold office for a term that shall
coincide with the remaining term of that class. In no case will a decrease
in the number of directors shorten the term of any incumbent director. Any
vacancy on the Board howsoever resulting may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy shall hold office for a
term that shall coincide with the term of the class to which such director
shall have been elected. The stockholders will elect one director for the
coming year; the nominee presently serves as a director of the Company and
will be appointed for a term of three years.
Unless otherwise instructed or unless authority to vote is withheld,
the enclosed proxy will be voted for the election of the nominee listed
herein. Although the Board of Directors of the Company does not contemplate
that the nominee will be unable to serve, if such a situation arises prior
to the Annual Meeting, the person named in the enclosed proxy will vote for
the election of such other person as may be nominated by the Board of
Directors.
The Board of Directors of the Company consists of four directors
divided into three classes. At each annual meeting of stockholders, one
class is elected to hold office for a term of three years. Directors
serving until the earlier of (i) resignation or (ii) expiration of their
terms at the annual meeting of stockholders in the years indicated are as
follows: 2001 - Mr. Powell; 2002 - Messrs. Wessel, Burke and Love; and 2003
- Ms. Schuchmann. All officers serve at the discretion of the Board of
Directors. No family relationships exist between any director and executive
officer. The Director standing for election at the 2001 annual meeting is
as follows:
Phillip E. Powell, age 51, has served as a director of the Company
since March 1990, served as president from March 1990 until May 1992, and
has served as chief executive officer since May 1992. Mr. Powell has been
engaged in the financial services business for over 26 years.
Directors Not Standing For Election
Tara Schuchmann, age 44, has served as a director of the Company since
June 2001. Ms. Schuchmann is the founder and managing general partner of
Tara Capital Management LP, an investment management and advisory firm. Ms.
Schuchmann has 22 years experience in the financial services industry. Ms.
Schuchmann holds an MBA from the Harvard University Graduate School of
Business Administration.
Rick L. Wessel, age 43, has been associated with the Company since
February 1992, has served as chief financial officer, secretary and
treasurer of the Company since May 1992, has served as president since May
1998, and has served as a director since November 1992. Prior to February
1992, Mr. Wessel was employed by Price Waterhouse LLP for approximately nine
years. Mr. Wessel is a certified public accountant licensed in Texas.
Richard T. Burke, age 58, has served as a director of the Company since
December 1993. Mr. Burke is the founder and former chief executive officer
and chairman of United HealthCare Corporation. Mr. Burke remains a director
of United HealthCare Corporation, a company engaged in the managed health
care industry, and a number of other private, nonprofit and charitable
boards. From 1977 to 1987, Mr. Burke also served as chief executive officer
of Physicians Health Plan of Minnesota (now MEDICA), the largest client
of United HealthCare Corporation. The securities of United HealthCare
Corporation are registered pursuant to the Exchange Act. Mr. Burke was the
former owner and chief executive officer of the Phoenix Coyotes, a
professional sports franchise of the National Hockey League.
Joe R. Love, age 63, has served as a director of the Company since
December 1991. Mr. Love has served as chairman of CCDC, Inc., a real estate
development firm, since October 1976. Mr. Love has served as a director
of Atomic Burrito, Inc., a public company involved in the entertainment
industry, since October 1996.
Board of Directors, Committees and Meetings
The Board of Directors held four meetings during the year ended
December 31, 2001. Each director attended 100% of the Board meetings during
the year ended December 31, 2001. The Audit and Compensation Committees
consist of Richard T. Burke, Joe R. Love and Tara Schuchmann. The Audit
Committee held four meetings during the year ended December 31, 2001 and the
Compensation Committee held four meetings during the year ended December 31,
2001.
Audit Committee. The Audit Committee is responsible for making
recommendations to the Board of Directors concerning the selection and
engagement of the Company's independent auditors and reviews the scope of
the annual audit, audit fees, and results of the audit. The Audit Committee
also reviews and discusses with management and the Board of Directors such
matters as accounting policies, internal accounting controls, procedures for
preparation of financial statements, scope of the audit, the audit plan and
the independence of such accountants.
Compensation Committee. The Compensation Committee approves the
standards for salary ranges for executive, managerial and technical
personnel of the Company and establishes, subject to existing employment
contracts, the specific compensation and bonus plan of all corporate
officers. In addition, the Compensation Committee oversees the Company's
stock option plans.
The Company has no nominating committee or any committee serving a
similar function.
Directors' Fees
For the year ended December 31, 2001, the outside directors received no
compensation for attending meetings of the Board of Directors or any
committee thereof. The directors are reimbursed for their reasonable
expenses incurred for each Board and committee meeting attended. See
"Compensation - Stock Options and Warrants" for a discussion of options and
warrants issued to directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on the reports furnished pursuant to Section 16a-3(e) of
the Exchange Act, all reports as required under Section 16(a) of the
Exchange Act were filed on a timely basis during the year ending December
31, 2001.
Board Committees; Compensation Committee Interlocks and Insider
Participation
The Board of Directors has two standing committees. The Compensation
Committee reviews compensation paid to management and recommends to the
Board of Directors appropriate executive compensation. The Audit Committee
reviews internal controls, recommends to the Board of Directors engagement
of the Company's independent certified public accountants, reviews with such
accountants the plan for and results of their examination of the
consolidated financial statements, and determines the independence of such
accountants. Ms. Schuchmann and Messrs. Burke and Love serve as members of
each of these committees, and are not employed by the Company.
THE BOARD HAS NOMINATED THE ABOVE-REFERENCED DIRECTOR FOR ELECTION BY
THE STOCKHOLDERS AND RECOMMENDS A VOTE FOR SUCH ELECTION. THE ELECTION OF
THIS DIRECTOR REQUIRES A PLURALITY OF THE VOTES OF THE SHARES OF COMMON
STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND
ENTITLED TO VOTE ON THE ELECTION OF DIRECTORS.
ITEM 2
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2002
The Board of Directors and the Audit Committee of the Board have
approved engagement of Deloitte & Touche LLP as independent auditors for the
year ending December 31, 2002 consolidated financial statements. The Board
of Directors wishes to obtain from the stockholders a ratification of the
Board's action in appointing Deloitte & Touche LLP as independent auditors
of the Company for the year ending December 31, 2002. Both the Audit
Committee of the Board of Directors and the Board itself has approved the
engagement of Deloitte & Touche LLP for audit services.
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively
"Deloitte") for professional services rendered for the audit of the
Company's annual financial statements for the year ended December 31, 2001
and for the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for the fiscal year were $105,000.
Financial Information Systems Design and Implementation Fees
Deloitte rendered no professional services to the Company for
information technology services relating to financial information systems
design and implementation for the fiscal year ended December 31, 2001.
All Other Fees
The aggregate fees billed by Deloitte for other professional services,
primarily tax and accounting related consultations, rendered to the Company,
other than the services described above, for the fiscal year ended December
31, 2001 were $32,140. The Company's Audit Committee has considered whether
the provision of the services described in the preceding sentence is
compatible with maintaining the principal accountant's independence.
In the event the stockholders do not ratify the appointment of Deloitte
& Touche LLP as independent auditors for the year ending December 31, 2002,
the adverse vote will be considered as a direction to the Board of Directors
to select other auditors for the following year. However, because of the
difficulty in making any substitution of auditors so long after the
beginning of the year ending December 31, 2002, it is contemplated that the
appointment for the year ending December 31, 2002 will be permitted to stand
unless the Board finds other good reason for making a change.
Representatives of Deloitte & Touche LLP are expected to be present at
the meeting, with the opportunity to make a statement if desired to do so.
Such representatives are also expected to be available to respond to
appropriate questions.
THE BOARD HAS RECOMMENDED THE RATIFICATION OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS. SUCH RATIFICATION REQUIRES THE AFFIRMATIVE VOTE OF
THE MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY
PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
ITEM 3
AMENDMENT OF 1999 STOCK OPTION PLAN
The Board has adopted, subject to shareholder approval, an amendment to
our 1999 Stock Option Plan (the "Plan") to increase the number of shares of
common stock reserved for issuance under the Plan from 1,200,000 to
2,500,000 shares. The Board believes that increasing the number of shares
of common stock reserved for issuance under the Plan is necessary to insure
that a sufficient reserve of common stock remains available for issuance to
allow the Company to continue to utilize equity incentives to attract and
retain the services of key individuals essential to its long-term growth and
financial success. The Company relies on equity incentives in the form of
stock option grants in order to attract and retain key employees and
believes that such equity incentives are necessary for it to remain
competitive in the marketplace for executive talent and other key employees.
Option grants made to newly hired and continuing employees will be based on
competitive market conditions, experience, and individual performance. The
Company has issued options to purchase 1,199,500 shares of common stock
under the current Plan, and may issue an additional 500 shares of common
stock under the current Plan.
The following is a summary of the principal features of the Plan, and
does not purport to be a complete description of the Plan. Any stockholder
who wishes to obtain a copy of the actual plan document may do so upon
written request to First Cash Financial Services, Inc., 690 East Lamar
Boulevard, Suite 400, Arlington, Texas 76011, Attention: Corporate
Secretary. The amendment to the Plan is attached hereto as Exhibit "A."
Eligibility. The Plan is open to key employees, officers, directors
and consultants of the Company and its affiliates ("Eligible Persons").
Transferability. The grants are not transferable.
Changes in the Company's Capital Structure. The Plan will not affect
the right of the Company to authorize adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure. In the
event of an adjustment, recapitalization or reorganization, the award shall
be adjusted accordingly. In the event of a merger, consolidation, or
liquidation, the Eligible Person will be eligible to receive a like number
of shares of stock in the new entity he would have been entitled to if
immediately prior to the merger he had exercised his option. The Board may
waive any limitations imposed under the Plan so that all options are
immediately exercisable. All outstanding options may be canceled by the
Board upon written notice to the Eligible Person and by granting a period in
which the options may be exercised.
Options and SARs. The Company may grant incentive or nonqualified
stock options.
Option price. The exercise price of incentive options shall not be
less than the greater of (i) 100% of fair market value on the date of grant,
or (ii) the aggregate par value of the shares of stock on the date of grant.
The Compensation Committee, at its option, may provide for a price greater
than 100% of fair market value. The price for 10% or more stockholders
shall be not less than 110% of fair market value.
Duration. No option or SAR may be exercisable after the period of 10
years. In the case of a 10% or more stockholder, no incentive option may be
exercisable after the expiration of five years.
Amount exercisable-incentive options. No option may be exercisable
within six months from its date of grant. In the event an Eligible Person
exercises incentive options during the calendar year whose aggregate fair
market value exceeds $100,000, the exercise of options over $100,000 will be
considered non-qualified stock options.
Exercise of Options. Options may be exercised by written notice to the
Compensation Committee with:
(i) cash, certified check, bank draft, or postal or express money
order payable to the order of the Company for an amount equal to
the option price of the shares;
(ii) stock at its fair market value on the date of exercise;
(iii) an election to make a cashless exercise through a registered
broker-dealer, if approved in advance by the Compensation
Committee;
(iv) an election to have shares of stock, which otherwise would be
issued on exercise, withheld in payment of the exercise price, if
approved in advance by the Compensation Committee; and/or
(v) any other form of payment which is acceptable to the
Compensation Committee including without limitation, payment in
the form of a promissory note, and specifying the address to which
the certificates for the shares are to be mailed.
SARs. SARs may, at the discretion of the Compensation Committee, be
included in each option granted under the Plan to permit the Eligible
Person to surrender that option, or a portion of the part which is then
exercisable, and receive in exchange an amount equal to the excess of the
fair market value of the stock covered by the option, over the aggregate
exercise price of the stock. The payment may be made in shares of stock
valued at fair market value, in cash, or partly in cash and partly in
shares of stock as the Compensation Committee determines. SARs may be
exercised only when the fair market value of the stock covered by the
option surrendered exceeds the exercise price of the stock. In the event
of a surrender of an option, or a portion of it, to exercise the SARs, the
shares represented by the option or that part of it which is surrendered,
shall not be available for reissuance under the Plan. Each SAR issued in
tandem with an option (a) will expire not later than the expiration of the
underlying option, (b) may be for no more than 100% of the difference
between the exercise price of the underlying option and the fair market
value of share of stock at the time the SAR is exercised, (c) is
transferable only when the underlying option is transferable, and under the
same conditions, and (d) may be exercised only when the underlying option
is eligible to be exercised.
Termination of Options or SARs. Unless expressly provided in the
option or SAR agreement, options or SARs shall terminate one day less than
three months after an employee's severance of employment with the Company
other than by death, disability or retirement.
Death. Unless the option or SAR expires sooner, the option or SAR will
expire one year after the death of the Eligible Person.
Disability. Unless the option or SAR expires sooner, the option or SAR
will expire one day less than one year after the disability of the Eligible
Person.
Retirement. Unless it is expressly provided otherwise in the option
agreement, if before the expiration of an incentive option, if the employee
shall be retired in good standing from the employ of the Company under the
then established rules of the Company, the incentive option shall terminate
on the earlier of the option's expiration date or one day less than one year
after his retirement; provided, if an incentive option is not exercised
within specified time limits prescribed by the Internal Revenue Code (the
"Code"), it will become a nonqualified option by operation of law. Unless
it is expressly provided otherwise in the option agreement, if before the
expiration of a nonqualified option, the employee shall be retired in good
standing from the employ of the Company under the then established rules of
the Company, the nonqualified option shall terminate on the earlier of the
nonqualified option's expiration date or one day less than one year after
his retirement. In the event of retirement, the employee shall have the
right prior to the termination of the nonqualified option to exercise the
nonqualified option, to the extent to which he was entitled to exercise it
immediately prior to his retirement, unless it is expressly provided
otherwise in the option agreement. Upon retirement, a SAR shall continue to
be exercisable for the remainder of the term of the SAR agreement.
Reload Options. The Board or Compensation Committee shall have the
authority (but not an obligation) to include as part of any option agreement
a provision entitling the eligible person to a further option (a "Reload
Option") in the event the eligible person exercises the option in accordance
with the Plan and the terms and conditions of the option agreement. Any
such Reload Option (a) shall be for a number of shares equal to the number
of shares surrendered as part or all of the exercise price of such option,
(b) shall have an expiration date which is the greater of (i) the same
expiration date of the option the exercise of which gave rise to such Reload
Option, or (ii) one year from the date of grant of the Reload Option, and
(c) shall have an exercise price which is equal to one hundred percent
(100%) of the fair market value of the stock subject to the Reload Option on
the date of exercise of the original option. Notwithstanding the foregoing,
a Reload Option which is an incentive option and which is granted to a 10%
Stockholder, shall have an exercise price which is equal to one hundred ten
percent (110%) of the fair market value of the stock subject to the Reload
Option on the date of exercise of the original option and shall have a term
which is no longer than five (5) years.
Restricted Stock Awards. The Compensation Committee may issue shares
of stock to an eligible person subject to the terms of a restricted stock
agreement. The restricted stock may be issued for no payment by the
eligible person or for payment below the fair market value on the date of
grant. Restricted stock shall be subject to restrictions as to sale,
transfer, alienation, pledge or other encumbrance and generally will be
subject to vesting over a period of time specified in the restricted stock
agreement. The Compensation Committee shall determine the period of
vesting, the number of shares, the price, if any, of stock included in a
restricted stock award, and the other terms and provisions which are
included in a restricted stock agreement.
Award of Performance Stock. The Compensation Committee may award
shares of stock, without any payment for such shares, to designated eligible
persons if specified performance goals established by the Compensation
Committee are satisfied. The terms and provision herein relating to these
performance-based awards are intended to satisfy Section 162(m) of the Code
and regulations issued thereunder. The designation of an employee eligible
for a specific performance stock award shall be made by the Compensation
Committee in writing prior to the beginning of the period for which the
performance is measured (or within such period as permitted by IRS
regulations).
Amendment or Termination of the Plan. The Board may amend, terminate
or suspend the Plan at any time, in its sole and absolute discretion;
provided, however, that to the extent required to qualify the Plan under
Rule 16b-3 promulgated under Section 16 of the Exchange Act, no amendment
that would (a) materially increase the number of shares of stock that may be
issued under the Plan, (b) materially modify the requirements as to
eligibility for participation in the Plan, or (c) otherwise materially
increase the benefits accruing to participants under the Plan, shall be made
without the approval of the Company's stockholders; provided further,
however, that to the extent required to maintain the status of any incentive
option under the Code, no amendment that would (a) change the aggregate
number of shares of stock which may be issued under incentive options, (b)
change the class of employees eligible to receive incentive options, or (c)
decrease the option price for incentive options below the fair market value
of the stock at the time it is granted, shall be made without the approval
of the stockholders. Subject to the preceding sentence, the Board shall
have the power to make any changes in the Plan and in the regulations and
administrative provisions under it or in any outstanding incentive option as
in the opinion of counsel for the Company may be necessary or appropriate
from time to time to enable any incentive option granted under this Plan to
continue to qualify as an incentive stock option or such other stock option
as may be defined under the Code so as to receive preferential federal
income tax treatment.
Equity Compensation Plan Information
The following table gives information about the Company's Common Stock
that may be issued upon the exercise of options, warrants and rights under
all of its existing equity compensation plans as of December 31, 2001,
including the 1990 Stock Option Plan, and 1999 Stock Option Plan (together,
the "Option Plans"):
Number of Weighted Number of
securities to average securities remaining
be issued upon exercise available for
exercise of price of future issuance
outstanding outstanding under equity
options and options and compensation
warrants warrants plans
--------- ---------- ------
Plan Category
-------------
Equity compensation plans
approved by security holders 1,180,500 $ 6,360,000 97,687
Equity compensation plans not
approved by security holders 1,003,161 6,714,316 -
--------- ---------- ------
Total 2,183,661 $13,074,316 97,687
========= ========== ======
________________
From time to time, the Board of Directors will issue warrants to
purchase shares of common stock in the Company at a predetermed price per
share and a scheduled expiration date. During the year ended December 31,
2001, the Board of Directors approved the issuance of warrants to purchase
64,911 shares of common stock in the Company, with a weighted average
exercise price of $6.46.
THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THE INCREASE IN THE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 1,200,000 TO
2,500,000 AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE INCREASE IN THE NUMBER
OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 1,200,000 TO 2,500,000.
SUCH ADOPTION REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF
SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO VOTE
AT THE ANNUAL MEETING. SHOULD SUCH SHAREHOLDER APPROVAL NOT BE OBTAINED,
THEN THE 1,300,000 SHARE INCREASE TO THE SHARE RESERVE UNDER THE PLAN WILL
NOT BE IMPLEMENTED. THE PLAN WILL, HOWEVER, CONTINUE IN EFFECT, AND OPTION
GRANTS AND DIRECT STOCK ISSUANCES MAY CONTINUE TO BE MADE UNDER THE PLAN
UNTIL ALL THE SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN HAVE BEEN ISSUED
PURSUANT TO SUCH OPTION GRANTS AND DIRECT STOCK ISSUANCES OR UNTIL THE
PLAN'S EARLIER EXPIRATION OR TERMINATION BY THE BOARD.
EXECUTIVE OFFICERS
The following table lists the executive officers of the Company as of the
date hereof and the capacities in which they serve.
Name Age Position
----------------- --- ----------------------------------
Phillip E. Powell 51 Chairman of the Board and
Chief Executive Officer
Rick L. Wessel 43 President, Chief Financial Officer,
Secretary, Treasurer and Director
J. Alan Barron 41 President - Pawn Operations
Blake A. Miraglia 34 President - Check Cashing Operations
J. Alan Barron joined the Company in January 1994 as its chief
operating officer. Mr. Barron served as the chief operating officer from
January 1994 to May 1998 and has served as the president - pawn operations
since May 1998. Prior to joining the Company, Mr. Barron spent two years as
chief financial officer for a nine-store privately held pawnshop chain.
Prior to his employment as chief financial officer of this privately held
pawnshop chain, Mr. Barron spent five years in the Fort Worth office of
Price Waterhouse LLP.
Blake A. Miraglia joined the Company in June 1998 as the president of
check cashing operations. Prior to joining the Company, Mr. Miraglia was
the president of Miraglia, Inc. from 1992 to May 1998. The Company acquired
Miraglia, Inc. in June 1998.
Biographical information with respect to Messrs. Powell and Wessel was
previously provided under Item 1.
STOCK OWNERSHIP
The table below sets forth information to the best of the Company's
knowledge with respect to the total number of shares of the Company's Common
Stock beneficially owned by each person known to the Company to beneficially
own more than 5% of its Common Stock, each director, each named executive
officer, and the total number of shares of the Company's Common Stock
beneficially owned by all directors and officers as a group, as reported by
each such person, as of June 7, 2001. On that date, there were 8,871,187
shares of voting Common Stock issued and outstanding.
Shares Beneficially
Officers, Directors Owned (2)
and 5% Stockholders (1) Number Percent
------------------------------- --------- -----
Richard T. Burke (3) 1,578,000 17.44%
Phillip E. Powell (4) 1,283,102 13.08
Delta Partners LLC 771,700 8.70
Rick L. Wessel (5) 633,115 6.85
Dimensional Fund Advisors, Inc. 605,400 6.82
Joe R. Love (6) 431,500 4.70
J. Alan Barron (7) 319,234 3.54
Blake A. Miraglia (8) 224,206 2.49
Tara Schuchmann (9) 91,000 1.02
All officers and directors
as a group (7 persons) 4,560,157 41.64
(1) The addresses of the persons shown in the table above who are directors
or 5% stockholders are as follows: (i) Dimensional Fund Advisors, Inc., 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401-1038; (ii) Delta Partner
LLC, One Financial Center, Suite 1600, Boston, MA 02111; and (iii) all other
persons and/or entities listed, 690 East Lamar Boulevard, Suite 400,
Arlington, Texas 76011.
(2) Unless otherwise noted, each person has sole voting and investment
power over the shares listed opposite his name, subject to community
property laws where applicable. Beneficial ownership includes both
outstanding shares of Common Stock and shares of Common Stock such person
has the right to acquire within 60 days of June 7, 2002, upon exercise of
outstanding warrants and options.
(3) Includes a warrant to purchase 100,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 25,000 shares at a
price of $8.00 per share to expire in April 2012, and a stock option to
purchase 50,000 shares at a price of $2.00 per share to expire in December
2010. Excludes 10,000 shares of Common Stock owned by Mr. Burke's wife,
which Mr. Burke disclaims beneficial ownership.
(4) Includes a warrant to purchase 60,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 225,000 shares at a
price of $4.625 per share to expire in January 2011, a warrant to purchase
150,000 shares at a price of $8.00 per share to expire in April 2012, a
stock option to purchase 125,000 shares at a price of $10.00 per share to
expire in April 2009, a stock option to purchase 150,000 shares at a price
of $2.00 per share to expire in December 2010, a stock option to purchase
125,000 shares at a price of $4.00 per share to expire in February 2011, and
a stock option to purchase 100,000 shares at a price of $4.625 per share to
expire in January 2011.
(5) Includes a warrant to purchase 50,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 75,000 shares at a
price of $8.00 per share to expire in April 2012, a warrant to purchase
25,000 shares at a price of $8.00 per share to expire in April 2012, a stock
option to purchase 50,000 shares at a price of $10.00 per share to expire in
April 2009, a stock option to purchase 100,000 shares at a price of $2.00
per share to expire in December 2010, and a stock option to purchase 65,000
shares at a price of $4.00 per share to expire in February 2011.
(6) Includes a warrant to purchase 100,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 125,000 shares at a
price of $4.625 per share to expire in January 2011, a warrant to purchase
50,000 shares at a price of $8.00 per share to expire in April 2012, a stock
option to purchase 25,000 shares at a price of $10.00 per share to expire in
April 2009, and 131,500 shares of common stock all of which are beneficially
owned by an affiliate of Mr. Love.
(7) Includes a warrant to purchase 40,000 shares at a price of $8.00 per
share to expire in February 2013, a warrant to purchase 25,000 shares at a
price of $8.00 per share to expire in April 2012, a stock option to purchase
25,000 shares at a price of $10.00 per share to expire in April 2009, a
stock option to purchase 25,000 shares at a price of $2.00 per share to
expire in December 2010, and a stock option to purchase 25,000 shares at a
price of $4.00 per share to expire in February 2011.
(8) Includes a warrant to purchase 5,294 shares at a price of $2.00 per
share to expire in June 2007, a warrant to purchase 3,470 shares at a price
of $4.00 per share to expire in June 2007, a warrant to purchase 6,720
shares at a price of $4.625 per share to expire in June 2007, a stock option
to purchase 25,000 shares at a price of $10.00 per share to expire in April
2009, a stock option to purchase 25,000 shares at a price of $2.00 per share
to expire in December 2010, a stock option to purchase 25,000 shares at a
price of $4.00 per share to expire in February 2011, and a stock option to
purchase 25,000 shares at a price of $8.00 per share to expire in April
2012.
(9) Includes a stock option to purchase 25,000 shares at a price of $2.00
per share to expire in December 2010, a stock option to purchase 25,000
shares at a price of $8.00 per share to expire in April 2012, and 41,000
shares of common stock all of which are beneficially owned by an affiliate
of Ms. Schuchmann.
COMPENSATION
Executive Compensation
The following table sets forth compensation with respect to the chief
executive officer and other executive officers of the Company who received
total annual salary and bonus for the year ended December 31, 2001 in excess
of $100,000. Also included in the following table is compensation for the
year ended December 31, 2001, 2000 and 1999:
Summary Compensation Table
--------------------------
Long-Term
Annual compensation Compensation - Awards
------------------- ---------------------
Securities
Underlying
Name & Principal Fiscal Options/ All Other
Position Year Salary Bonus Warrants (1) Compensation (2)
-------- ---- ------ ----- ------------ ------------
Phillip E. Powell 2001 $ 385,234 $ 300,000 125,000 -
Chairman of the 2000 314,340 60,000 200,000 -
Board and Chief 1999 300,000 - 125,000 -
Executive Officer
Rick L. Wessel 2001 $ 259,890 $ 150,000 65,000 -
President, 2000 223,750 30,000 100,000 -
Chief Financial 1999 173,750 - 50,000 -
Officer, Secretary
and Treasurer
J. Alan Barron 2001 $ 219,781 $ 50,000 25,000 -
President - Pawn 2000 191,250 - 25,000 -
Operations 1999 158,750 - 25,000 -
Blake A. Miraglia 2001 $ 226,099 $ 50,000 25,000 -
President - Check 2000 185,000 - 25,000 -
Cashing Operations 1999 158,750 - 25,000 -
--------------------
(1) See "- Employment Agreements" and "- Stock Options and Warrants" for
a discussion of the terms of long-term compensation awards.
(2) The aggregate amount of other compensation is less than 10% of such
executive officer's annual compensation.
Employment Agreements
Mr. Powell has entered into an employment agreement with the Company
through December 31, 2006 to serve as the Chief Executive Officer of the
Company; at the discretion of the Board this agreement may be extended for
additional successive periods of one year each on each January 1
anniversary. The agreement provides for: (i) a 2002 base salary of $500,000
with annual minimum increases of 10% or higher increases at the discretion
of the Compensation Committee; (ii) an annual bonus at the discretion of the
Compensation Committee; (iii) certain stock incentives at the discretion of
the Compensation Committee; (iv) certain fringe benefits including club
membership, car, vacation, a term life insurance policy with a beneficiary
designated by Mr. Powell in the amount of $4 million dollars; (v) 3% loans
to exercise certain stock options to purchase common stock of the Company
and tax loans to pay the taxes which result from such exercises; (vi) a
lump-sum severance payment of $1.5 million, which shall be reduced 20% each
year this agreement is extended past 2006; and (vii) reimbursement of
business related expenses. In the event that Mr. Powell's employment is
terminated other than his voluntary termination or termination for good
cause, the Company shall cancel his obligations pursuant to a promissory
note dated December 31, 2000 in the principal amount of $2 million and any
additional loans or advances and shall return all property securing such
loans to Mr. Powell or his designated beneficiary. In addition, Mr. Powell
has agreed not to compete with the Company, not to solicit employees of the
Company, and not to solicit customers of the Company for a period of two
years following his termination.
Mr. Wessel has entered into an employment agreement with the Company
through December 31, 2006 to serve as the President and Chief Financial
Officer of the Company; at the discretion of the Board this agreement may be
extended for additional successive periods of one year each on each January
1 anniversary. The agreement provides for: (i) a 2002 base salary of
$350,000 with annual minimum increases of 10% or higher increases at the
discretion of the Compensation Committee; (ii) an annual bonus at the
discretion of the Compensation Committee; (iii) certain stock incentives at
the discretion of the Compensation Committee; (iv) certain fringe benefits
including club membership, car, vacation, a term life insurance policy with
a beneficiary designated by Mr. Wessel in the amount of $2 million dollars;
(v) 3% loans to exercise certain stock options to purchase common stock of
the Company and tax loans to pay the taxes which result from such exercises;
and (vi) reimbursement of business related expenses. In the event that Mr.
Wessel's employment is terminated other than his voluntary termination or
termination for good cause, the Company shall cancel his obligations
pursuant to a promissory note dated December 31, 2000 in the principal
amount of $1.53 million and any additional loans or advances and shall
return all property securing such loans to Mr. Wessel or his designated
beneficiary. In addition, Mr. Wessel has agreed not to compete with the
Company, not to solicit employees of the Company, and not to solicit
customers of the Company for a period of two years following his
termination.
Stock Options and Warrants
The following table shows stock option and warrant grants made to named
executive officers during the year ended December 31, 2001:
Individual Grants of Stock Option and Warrant Grants Made
During the Year Ended December 31, 2001
---------------------------------------
Potential Realizable
Percentage Value at
of Total Assumed Annual
Options Rates of Stock
Options Granted to Exercise Price Appreciation
Granted Employees in Price Expiration for Option and
Name (Shares) Each Period (Per Share) Date Warrant Terms (1)
----------------- -------- ------------ ----------- ------------- -------------------
5% 10%
------- -------
Phillip E. Powell 125,000 46.3% $4.00 February 2011 $263,800 $715,800
Rick L. Wessel 65,000 24.1 4.00 February 2011 137,200 372,200
J. Alan Barron 25,000 9.3 4.00 February 2011 52,800 143,200
Blake Miraglia 25,000 9.3 4.00 February 2011 52,800 143,200
-----------------
(1) The actual value, if any, will depend upon the excess of the stock
price over the exercise price on the date of exercise, so that there is no
assurance the value realized will be at or near the present value.
December 31, 2001 Stock Option and Warrant Values
-------------------------------------------------
Number of Unexercised Value of Unexercised
Stock Options and Warrants In-The-Money
Shares at December 31, 2001 Stock Options and Warrants
Acquired on Value (Shares) December 31, 2001 (l)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------- -------- -------- ----------- ------------- ----------- -------------
Phillip E. Powell - - 835,000 (2) - $ 2,017,000 -
Rick L. Wessel - - 265,000 (3) - 662,000 -
J. Alan Barron - - 115,000 (4) - 190,000 -
Blake Miraglia - - 90,000 (5) - 316,000 -
-----------------
(1) Computed based upon the differences between aggregate fair market value
and aggregate exercise price.
(2) Includes warrants to purchase 285,000 shares at prices ranging from
$4.625 to $8.00 per share and options to purchase 550,000 shares at
prices ranging from $2.00 to $10.00 per share.
(3) Includes warrants to purchase 50,000 shares at a price of $8.00 per
share and options to purchase 215,000 shares at prices ranging from
$2.00 to $10.00 per share.
(4) Includes warrants to purchase 40,000 shares at a price of $8.00 per
share and options to purchase 75,000 shares at prices ranging from
$2.00 to $10.00 per share.
(5) Includes warrants to purchase 15,000 shares at prices ranging from
$2.00 to $4.625 per share and options to purchase 75,000 shares at
prices ranging from $2.00 to $10.00 per share.
Warrants and options held by other directors: On June 7, 2002, other
directors held warrants to purchase 425,000 shares at prices ranging from
$4.625 to $8.00 per share, expiring between January 2011 and February 2013
and options to purchase 100,000 shares at prices ranging from $2.00 to
$10.00 per share, expiring between April 2009 and December 2010.
Warrants and options held by other employees and third parties: On June
7, 2002, other employees and third parties held warrants to purchase 338,634
shares at prices ranging from $2.00 to $12.00 per share, expiring between
February 2003 and February 2013 and options to purchase 212,500 shares at
prices ranging from $4.00 to $12.00 per share, expiring between February
2003 and April 2012.
The Company has not established, nor does it provide for, long-term
incentive plans or defined benefit or actuarial plans. The Company does not
grant any stock appreciation rights.
Certain Transactions
In June 1998, in conjunction with the purchase of 11 check cashing
stores, the Company entered into lease agreements relating to one store
location and certain office space located in California. These properties
were partially owned through September 2000 by Mr. Blake Miraglia, an
employee of the Company. Total lease payments made pursuant to these leases
were $130,000 and $239,000 during the fiscal years ended December 31, 2000
and 1999, respectively, which approximated market rates. In addition, the
Company has an outstanding, unsecured note payable due July 5, 2003, bearing
interest at 7%, to Mr. Miraglia, which amounted to $800,000 and $1,281,000
as of December 31, 2001 and 2000, respectively, including accrued interest.
As of December 31, 2001 and 2000, the Company had notes receivable
outstanding from certain of its officers totaling $5,051,000 and $5,826,000,
respectively. These notes are secured by a total of 650,000 shares of
common stock of the Company owned by these individuals, term life insurance
policies, and bear interest at four percent. These notes are due upon the
sale of the underlying shares of common stock.
During the year ended December 31, 2001, Mr. Joe R. Love was issued an
option to purchase 25,000 shares of common stock at an exercise price of
$4.00 per share expiring in December 2010. During the year ended December
31, 2001, Mr. Love exercised options to purchase 75,000 shares of common
stock with an aggregate exercise price of $200,000.
In April 1991, the Company adopted a policy prohibiting transactions
with its officers, directors or affiliates, unless approved by a majority of
the disinterested directors and on terms no less favorable to the Company
than could be obtained from an independent third party. The Company
believes that all prior related party transactions were on terms as
favorable as could be obtained from independent third parties.
Report of the Audit Committee
The Audit Committee is composed of three directors who are independent,
as defined in Rule 4200(a)(15) of the National Association of Securities
Dealers' listing standards. The committee reviews the Company's financial
reporting process on behalf of the Board of Directors and is responsible for
ensuring the integrity of the financial information reported by the Company.
Management has the primary responsibility for the financial statements and
the reporting process, including the system of internal controls.
In this context, the committee has met and held discussions with
management and Deloitte & Touche LLP ("Deloitte"), the Company's independent
public accountants. Management represented to the committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the committee has reviewed and
discussed the consolidated financial statements with management and
Deloitte. The committee discussed with Deloitte the matters required to be
discussed by Statement of Auditing Standard No. 61, under which Deloitte
must provide us with additional information regarding the scope and results
of its audit of the Company's financial statements.
In addition, the committee has discussed with Deloitte its independence
from the Company and its management, including matters in the written
disclosures required by the Independence Standards Board Standard No. 1,
(Independence Discussions with Audit Committees).
The committee discussed with the Company's independent public
accountants the overall scope and plans for their respective audits. The
committee meets with Deloitte, with and without management present, to
discuss the results of its examinations, the evaluations of the Company's
internal controls, and the overall quality of the Company's financial
reporting.
In reliance on the reviews and discussions referred to above, the
committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.
The Audit Committee: Richard T. Burke, Joe R. Love and Tara Schuchmann
Report of the Compensation Committee
Overview
The Compensation Committee of the Board of Directors supervises the
Company's executive compensation. The Company seeks to provide executive
compensation that will support the achievement of the Company's financial
goals while attracting and retaining talented executives and rewarding
superior performance. In performing this function, the Compensation
Committee reviews executive compensation surveys and other available
information and may from time to time consult with independent compensation
consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that are competitive within the pawnshop industry and
other companies of comparable size and complexity. Compensation in any
particular case may vary from any industry average on the basis of annual
and long-term Company performance as well as individual performance. The
Compensation Committee will exercise its discretion to set compensation
where in its judgment external, internal or individual circumstances warrant
it. In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of
cash bonuses and long-term incentive compensation in the form of stock
options and warrants.
Base Salary
Base salary levels for the Company's executive officers are set
generally to be competitive in relation to the salary levels of executive
officers in other companies within the pawn shop industry or other companies
of comparable size, taking into consideration the position's complexity,
responsibility and need for special expertise. In reviewing salaries in
individual cases the Compensation Committee also takes into account
individual experience and performance.
Annual Incentive Compensation
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of pre-tax income targets
established at the beginning of each fiscal year or other significant
corporate objectives. Individual performance is also considered in
determining bonuses.
Long-Term Incentive Compensation
The Company provides long-term incentive compensation through its stock
option plan and the issuance of warrants, which is described elsewhere in
this proxy statement. The number of shares covered by any grant is
generally determined by the then current stock price, subject in certain
circumstances, to vesting requirements. In special cases, however, grants
may be made to reflect increased responsibilities or reward extraordinary
performance.
Chief Executive Officer Compensation
Mr. Powell was elected to the position of chief executive officer in
May 1992. Mr. Powell's salary was increased from $375,000 to $400,000 on
August 20, 2001. Mr. Powell received a bonus in the amount of $300,000
during the year ended December 31, 2001. Mr. Powell received common stock
option grants based upon the overall performance of the Company during the
year ended December 31, 2001.
The overall goal of the Compensation Committee is to insure that
compensation policies are established that are consistent with the Company's
strategic business objectives and that provide incentives for the attainment
of those objectives. This is affected in the context of a compensation
program that includes base pay, annual incentive compensation and stock
ownership.
The Compensation Committee: Richard T. Burke, Joe R. Love and Tara
Schuchmann
Stock Price Performance Graph
The Stock Price Performance Graph set forth below compares the
cumulative total stockholder return on the Common Stock of the Company for
the period from July 31, 1996 through December 31, 2001, with the cumulative
total return on the Nasdaq Composite Index and a peer group index over the
same period (assuming the investment of $100 in the Company's Common Stock,
the Nasdaq Composite Index and the peer group). The peer group selected by
the Company includes the Company, Cash America International, Inc., EZCORP,
Inc., and ACE Cash Express, Inc.
[ PERFORMANCE GRAPH APPEARS HERE ]
Nasdaq
First Cash, Inc. Composite Peer Group
---------------- --------- ----------
July 31, 1996 100.00 100.00 100.00
July 31, 1997 126.32 147.55 155.90
July 31, 1998 286.84 173.65 230.49
December 31, 1998 301.33 206.01 229.37
December 31, 1999 173.68 382.77 175.22
December 31, 2000 47.37 230.23 80.50
December 31, 2001 143.16 182.67 114.15
OTHER MATTERS
Management is not aware of any other matters to be presented for action
at the meeting. However, if any other matter is properly presented, it is
the intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
COST OF SOLICITATION
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of mail, directors, officers and
regular employees of the Company in person or may solicit proxies by
telephone or other means of communication. The directors, officers and
employees of the Company will not be compensated additionally for the
solicitation but may be reimbursed for out-of-pocket expenses in connection
with the solicitation. Arrangements are also being made with brokerage
houses and any other custodians, nominees and fiduciaries of the forwarding
of solicitation material to the beneficial owners of the Company, and the
Company will reimburse the brokers, custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting no
later than December 30, 2002. Moreover, with respect to any proposal by a
shareholder not seeking to have the proposal included in the proxy statement
but seeking to have the proposal considered at the 2002 Annual Meeting of
Stockholders, such stockholder must provide written notice of such proposal
to the Secretary of the Company at the principal executive offices of the
Company by March 30, 2003. In addition, stockholders must comply in all
respects with the rules and regulations of the Securities and Exchange
Commission then in effect and the procedural requirements of the Company's
Bylaws.
By Order of the Board of Directors,
/s/ Rick L. Wessel
--------------------------------
Arlington, Texas Rick L. Wessel
June 14, 2002 President, Chief Financial
Officer, Secretary and Treasurer
EXHIBIT "A"
FIRST AMENDMENT TO
FIRST CASH FINANCIAL SERVICES, INC.
1999 STOCK OPTION PLAN
This Amendment to Stock Option Plan (the "Amendment") is made the 18th
day of July 2002.
Section 4.2 Dedicated Shares is hereby amended to read:
The total number of shares of Stock with respect to which Awards may
be granted under the Plan shall be 2,500,000 shares. The shares may be
treasury shares or authorized but unissued shares. The number of shares
stated in this Section 4.2 shall be subject to adjustment in accordance with
the provisions of Section 4.5. In the event that any outstanding Award
shall expire or terminate for any reason or any Award is surrendered, the
shares of Stock allocable to the unexercised portion of that Award may again
be subject to an Award under the Plan.
All other terms and condition of the First Cash Financial Services,
Inc. 1999 Stock Option Plan shall remain unchanged and in full force and
effect.
BY ORDER OF THE BOARD OF DIRECTORS
----------------------------------
Rick Wessel, President
REVOCABLE PROXY
FIRST CASH FINANCIAL SERVICES, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 18, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST CASH
FINANCIAL SERVICES, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN ACCORDANCE WITH THE CHOICES SPECIFIED BELOW.
The undersigned stockholder of First Cash Financial Services, Inc. (the
"Company") hereby appoints Rick Powell and Rick L. Wessel the true and
lawful attorneys, agents and proxies of the undersigned with full power of
substitution for and in the name of the undersigned, to vote all the shares
of Common Stock of First Cash Financial Services, Inc. which the undersigned
may be entitled to vote at the Annual Meeting of Stockholders of First Cash
Financial Services, Inc. to be held at the First Cash Financial Services,
Inc. corporate offices located at 690 East Lamar Blvd., Suite 400,
Arlington, Texas on Thursday, July 18, 2002 at 10:00 a.m., and any and all
adjournments thereof, with all of the powers which the undersigned would
posses if personally present, for the following purposes. Please indicate
for, withhold, against, or abstain with respect to each of the following
matters:
For Withhold
1. Election of Mr. Powell as director ----- -----
(the Board of Directors recommends a vote FOR) [ ] [ ]
2. Approve an increase in the number of shares
available for issuance in the Company's 1999
Stock Option Plan; from 1,200,000 shares of For Against Abstain
common stock to 2,500,000 shares of common stock ----- ----- -----
(the Board of directors recommends a vote FOR) [ ] [ ] [ ]
3. Ratification of the selection of Deloitte &
Touche LLP as independent auditors of the For Against Abstain
Company for the year ending December 31, 2002 ----- ----- -----
(the Board of Directors recommends a vote FOR) [ ] [ ] [ ]
4. Other Matters:
In their discretion, the proxies are authorized
to vote upon such other business as may properly
come before the meeting.
This proxy will be voted for the choice specified. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement
dated June 14, 2002 as well as the Annual Report for the fiscal year ended
December 31, 2001.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.
DATED:________________ _______________________________________________
(Signature)
_______________________________________________
(Signature if jointly held)
_______________________________________________
(Printed Name)
Please sign exactly as name appears on stock
certificate(s). Joint owners should each sign.
Trustees and others acting in a representative
capacity should indicate the capacity in which they
sign.