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As filed with the Securities and Exchange Commission on July 8, 2003
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST CASH FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 5932 75-2237318
-------- ---- ----------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
690 E. Lamar Blvd., Suite 400 Copy to: Phillip E. Powell
Arlington, Texas 76011 Thomas C. Pritchard, Esq. 690 E. Lamar Blvd.
(817) 460-3947 Brewer & Pritchard, P.C. Suite 400
(Address, including zip 1111 Bagby, 24th Floor Arlington, Texas 76011
code, and telephone number, Houston, Texas 77002 (Name, address, including
including area code, Phone (713) 209-2950 zip code, phone number,
of registrant's Fax (713) 209-2921 including area code,
principal executive offices) of agent for service)
FIRST CASH FINANCIAL SERVICES, INC. 1999 STOCK OPTION PLAN
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Class Amount Proposed Proposed Maximum
of Securities Being Maximum Aggregate Amount of
To Be Registered Offering Price Offering Registration
Registered (1) Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 1,300,000 $14.45 $18,785,000 $1,520
- --------------------------------------------------------------------------------
TOTAL $18,785,000 $1,520
================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock, no par value, which are
issued or become issuable under the First Cash Financial Services, Inc. 1999
Stock Option Plan, pursuant to stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sales
prices for the common stock, as reported by the Nasdaq Stock Market on July
3, 2003, or $14.45 per share.
EXPLANATORY NOTE
As permitted by General Instruction E to Form S-8, this Registration
Statement incorporates by reference the information contained in the earlier
registration statement relating to the First Cash Financial Services, Inc.
1999 Stock Option Plan (the "Plan"): Registration Statement No. 333-73391,
filed on March 5, 1999 (the "Prior Registration Statement"). Under the
Prior Registration Statement, the registrant registered 1,200,000 shares of
its common stock for issuance under the Plan. This Registration Statement
is being filed to reflect an amendment to the Plan that increased the number
of shares authorized to be issued thereunder from 1,200,000 to 2,500,000.
Item 5. Interests of Named Experts and Counsel
----------------------------------------------
Not applicable.
Item 8. Exhibits
----------------
5.1 (1) Opinion of Brewer & Pritchard, P.C.
10.2 (2) First Cash Financial Services, Inc. 1999 Stock Option Plan
10.3 (3) First Amendment to First Cash Financial Services, Inc.
1999 Stock Option Plan
23.1 (1) Consent of Brewer & Pritchard P.C. (contained in Exhibit 5.1)
23.2 (1) Consent of Deloitte & Touche LLP.
(1) Filed herein.
(2) Previously filed as Exhibit 10.63 to the registrant's Form S-3
(No. 333-71077) filed with the Commission on January 22, 1999
and incorporated herein by reference.
(3) Previously filed as Exhibit "A" to the registrant's Proxy
Statement filed on Schedule 14A for use at its Annual Meeting
held on July 18, 2002.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Arlington, Texas, on July 7, 2003.
FIRST CASH FINANCIAL SERVICES, INC.
By: /s/ Phillip E. Powell
------------------------------------------
Phillip E. Powell, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Position Date
By: /s/ Phillip E. Powell Chairman of the Board and July 7, 2003
Phillip E. Powell Chief Executive Officer
By: /s/ Rick L. Wessel President, Secretary, Treasurer July 7, 2003
Rick L. Wessel and Director
By: /s/ Joe R. Love Director July 7, 2003
Joe R. Love
By: /s/ Richard T. Burke Director July 7, 2003
Richard T. Burke
By: /s/ R. Douglas Orr Chief Financial Officer July 7, 2003
R. Douglas Orr
EXHIBIT 5.1
-----------
[BREWER & PRITCHARD LETTERHEAD APPEARS HERE]
July 7, 2003
First Cash Financial Services, Inc.
690 E. Lamar Blvd., Suite 400
Arlington, Texas 76011
Re: First Cash Financial Services, Inc.
Registration Statement on Form S-8
1999 Stock Option Plan
Gentlemen:
We have represented First Cash Financial Services, Inc., a Delaware
corporation ("Company"), in connection with the preparation and filing with
the Securities and Exchange Commission a registration statement on Form S-8
("Registration Statement") registering an aggregate of 1,300,000 shares
("Shares") of the Company's common stock, par value $.01 per share ("Common
Stock") which may be issued pursuant to the terms of the First Cash
Financial Services, Inc. 1999 Stock Option Plan (the "Plan").
In this connection, we have examined originals or copies identified to
our satisfaction of such documents, corporate and other records,
certificates, and other papers as we deemed necessary to examine for
purposes of this opinion, including but not limited to the Plan, the
Articles of Incorporation of the Company, the Bylaws of the Company, and
resolutions of the Board of Directors of the Company.
In connection with this opinion, we have assumed the legal capacity of
all natural persons, accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the authenticity
of the documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified,
conformed or reproduced copies.
Based upon and subject to the foregoing, we are of the opinion that the
additional 1,300,000 Shares issuable under the Plan, when issued and
delivered by the Company in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable securities of the Company.
Our opinion expressed above is limited to the corporate law of the
State of Delaware, and we do not express any opinion herein concerning any
other laws. This opinion is given as of the date hereof and we assume no
obligation to advise you of changes that may hereafter be brought to our
attention. In connection therewith, we hereby consent to the use of this
opinion for filing as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ BREWER & PRITCHARD, P.C.
----------------------------
BREWER & PRITCHARD, P.C.
EXHIBIT 23.2
------------
Consent of Deloitte & Touche LLP, Independent Auditors
We consent to the incorporation by reference in this Registration Statement
of our report dated March 24, 2003, appearing in the Annual Report on Form
10-K of First Cash Financial Services, Inc. for the year ended December 31,
2002.
/s/ Deloitte & Touche LLP
-------------------------
Fort Worth, Texas
July 7, 2003