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As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FIRST CASH FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 5932 75-2237318
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(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, INC. 1990 STOCK OPTION PLAN
FIRST CASH FINANCIAL SERVICES, INC. 1999 STOCK OPTION PLAN
(Full Title of the Plans)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Per Offering Registration
To Be Registered Registered Share (1) Price (1) Fee
Common Stock Underlying
Options 1,433,750 $10.25 $14,695,938 $4,085
===============================================================================
(1) 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 March 4, 1999,
or $10.25 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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The following documents filed by the company with the Commission are
incorporated in this registration statement by reference:
a) The company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1998.
b) The company's definitive proxy statement for the January 14, 1999
annual meeting.
c) The Current Report on Form 8-K filed by the company on September 22,
1998 to report the purchase of Miraglia, Inc., along with the financial
statements of Miraglia, Inc. for the ten months ended May 31, 1998.
d) The Current Report on Form 8-K filed by the company on January 20, 1999
to report a change in the company's name from "First Cash, Inc." to
"First Cash Financial Services, Inc."
e) The Current Report on Form 8-K filed by the company on December 11,
1998 to report a change in the company's fiscal year end from July 31
to December 31.
f) The company's registration statement on Form S-1 dated November 4,
1994.
g) The company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1998.
h) The company's Transition Report on Form 10-Q for the two months ended
December 31, 1998.
i) The company's registration statement on Form S-3 dated January 22,
1999.
All financial statements included in the above-referenced filings should be
read in conjuction with this registration statement.
All documents filed by the company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this registration statement and
before the termination of the offering covered hereby will be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or any subsequently filed document that also is or is
deemed to be incorporated by reference modifies or replaces such statement.
The company will provide, without charge upon oral or written request, to
each person to whom this registration statement is delivered, a copy of any or
all of the documents incorporated by reference, other than exhibits to such
documents not specifically incorporated by reference above. In addition, a copy
of the company's most recent annual report to stockholders will be promptly
furnished, without charge and on oral or written request, to such persons.
Requests for such documents should be directed to the company, 690 East Lamar
Blvd., Suite 400, Arlington, Texas 76011, attention: Rick L. Wessel.
Any statements 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
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 5. Interests of Named Experts and Counsel
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Certain matters in connection with the issuance of shares exercised
pursuant to the stock option plans by plan participants will be passed upon by
Brewer & Pritchard, P.C., Houston, Texas. A shareholder of Brewer &
Pritchard, P.C. owns 5,000 shares of common stock.
Item 6. Indemnification of Directors and Officers
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Article X of the Certificate of Incorporation of the company provides for
indemnification of officers, directors, agents and employees of the company as
follows:
(a) 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 (hereinafter 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 Corporation or is or was
serving at the request of the Corporation 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 serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators: provided, however,
that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify and 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 of the Corporation.
The right to indemnification conferred in this Article shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition: provided,
however, that, if the 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 shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
(b) If a claim under paragraph (a) of this Article is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may, at any time thereafter, bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall 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 standards of
conduct which make it permissible under law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its 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 law, nor an actual determination
by the Corporation (including its Boards of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the law.
The foregoing discussion of the company's Certificate of Incorporation, and
of the Delaware General Corporation Law is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and Statutes,
respectively.
Item 8. Exhibits
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5.1(1) Opinion of Brewer & Pritchard, P.C.
10.1(2) First Cash, Inc. 1990 Stock Option Plan
10.2(3) First Cash Financial Services, Inc. 1999 Stock Option Plan
23.1(1) Consents of Deloitte & Touche LLP, PricewaterhouseCoopers LLP, and
Tollefson & Clancey, independent public accountants.
23.2(1) Consent of Brewer & Pritchard P.C. (contained in Exhibit 5.1)
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(1) Filed herein.
(2) Previously filed as Exhibit 10.3 to the registrant's Form S-18 (No.
33-37760-FW) filed with the Commission on November 13, 1990 and
incorporated herein by reference.
(3) 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.
Item 9. Undertakings
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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 registration statement 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
registration statement filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
iii) To include any material information with respect to the plan of
distribution nor 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 registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by the reference in the 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.
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
registrant's annual report pursuant to Section 13 (a) or 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
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 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 liabilities (other than the payment by the
registrant of expenses incurred or paid by a 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.
SIGNATURES
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Pursuant to the requirements of the Securities Act, 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 March 5, 1999.
FIRST CASH FINANCIAL SERVICES, INC.
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/s/ PHILLIP E. POWELL
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Phillip E. Powell, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
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/s/ PHILLIP E. POWELL
--------------------------- Chairman of the Board and March 5, 1999
Phillip E. Powell Chief Executive Officer
/s/ RICK L. WESSEL
--------------------------- President, Chief Financial March 5, 1999
Rick L. Wessel Officer, Secretary,
Treasurer and Principal
Accounting Officer
/s/ JOE R. LOVE
--------------------------- Director March 5, 1999
Joe R. Love
/s/ RICHARD T. BURKE
--------------------------- Director March 5, 1999
Richard T. Burke
EXHIBIT 5.1
[BREWER & PRITCHARD LETTERHEAD APPEARS HERE]
March 4, 1999
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
Gentlemen:
We have represented First Cash Financial Services, Inc., a Delaware
corporation ("Company"), in connection with the preparation of a registration
statement filed with the Securities and Exchange Commission on Form S-8
("Registration Statement") relating to the proposed issuance of up to
1,433,750 shares ("Shares") of the Company's common stock, par value $.01 per
share ("Common Stock") pursuant to the terms of the First Cash, Inc. 1990
Stock Option Plan and the First Cash Financial Services, Inc. 1999
Stock Option Plan (collectively the "Plans"). 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 Plans, the Articles of Incorporation of the Company, the Bylaws of the
Company, and resolutions of the Board of Directors of the Company.
We are of the opinion that the Shares will be, when issued pursuant to
the Plans, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
//s// Brewer & Pritchard, P.C.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of First Cash Financial Services, Inc. on Form S-8 of our
report dated August 31, 1998, appearing in the Annual Report on Form
10-K of First Cash Financial Services, Inc. for the year ended July 31,
1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Fort Worth, Texas
March 5, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 22, 1996, appearing on page F
2 of the Annual Report on Form 10-K of First Cash Financial Services, Inc. for
the year ended July 31, 1998.
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Fort Worth, Texas
March 5, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated September 17,
1998, appearing on page 9 of Amendment No. 1 to the company's Current
Report on Form 8-K dated September 22, 1998.
/S/ TOLLEFSON & CLANCEY
Tollefson & Clancey
Certified Public Accountants
San Leandro, California
March 5, 1999