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As filed with the Securities and Exchange Commission on March 23, 2006
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
____________________________________
FIRST CASH FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2237318
(State or other jurisdiction (IRS Employer
of incorporation or Identification Number)
organization)
690 East Lamar Blvd., Suite 400 J. Alan Barron, CEO
Arlington, Texas 76011 690 East Lamar Blvd., Suite 400
(817) 460-3947 Arlington, Texas 76011
(Address, including zip code, and (817) 460-3947
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
First Cash Financial Services, Inc. 2004 Long-Term Incentive Plan
(Full Title of the Plans)
_________________
copy to:
Peter Talosig, Esq.
Three Riverway, Suite 1800
Houston, Texas 77056
Phone (713) 209-2918
Fax (713) 209-2928
_________________
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum
Title of Being Maximum Aggregate Amount of
Securities To Be Registered Offering Price Offering Registration
Registered (1) Per Share(2) Price(2) Fee
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Common Stock,
par value
$0.01 per share 1,800,000 $18.65 $33,570,000 $3,591.99
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TOTAL $3,591.99
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____________
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will
be adjusted in the event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the average
of the high and low prices for a share of common stock as reported by
the Nasdaq National Market on March 22, 2006.
Explanatory Note
This registration statement ("Registration Statement") registers shares
of common stock, par value $0.01 per share ("Common Stock"), of First Cash
Financial Services, Inc. ("Company or "Registrant") that may be issued and
sold under the Company's 2004 Long-term Incentive Plan ("Plan").
In January 2006, the Company's Board of Directors approved a two-for-
one stock split in the form of a stock dividend to shareholders of record on
February 6, 2006. The additional shares were distributed on February 20,
2006. All share amounts referenced in the Plan have been retroactively
adjusted to reflect the effect of the stock split.
PART I
INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of
this Form S-8 will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Act"). Such
documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Act. These documents and
the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Act.
Item 2. Registrant Information and Employee Plan Annual Information.
We will provide, without charge, to each person to whom a copy of the
10(a) prospectus is delivered, upon oral or written request, a copy of any
or all documents incorporated by reference in Item 3 of Part II of this
registration statement (which documents are incorporated by reference in the
10(a) prospectus). Requests should be directed to the Chief Financial
Officer, First Cash Financial Services, Inc., 690 East Lamar Blvd., Suite
400, Arlington, Texas 76011. Our telephone number is 817-460-3947.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated in this Form S-8 by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, as filed with the Commission on March 16, 2006;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") since the end
of the fiscal year covered by the document referred to in (1) above; and
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that
all shares of common stock offered have been sold or that deregister all of
the shares then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part of it from the date
of filing of the documents.
Item 4. Description of Securities
The Company is authorized to issue 90,000,000 shares of common stock,
par value $.0l per share. As of March 22, 2006, there were 32,042,172
shares of common stock issued and outstanding that were held of record by
approximately 63 shareholders. Holders of common stock are entitled, among
other things, to one vote per share on each matter submitted to a vote of
stockholders and, in the event of liquidation, to share ratably in the
distribution of assets remaining after payment of liabilities. Holders of
common stock have no cumulative voting rights, and, accordingly, the holders
of a majority of the outstanding shares have the ability to elect all of
the directors. Holders of common stock have no preemptive or other rights
to subscribe for shares. Holders of common stock are entitled to such
dividends as may be declared by the Board of Directors out of funds legally
available therefore.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 145 of the Delaware General Corporation Law, a
corporation generally has the power to indemnify its present and former
directors, officers, employees and agents against expenses incurred by them
in connection with any suit to which they are or are threatened to be made,
a party by reason of their serving in such positions so long as they acted
in good faith and in a manner they reasonably believed to be in or not
opposed to, the best interests of the corporation and with respect to any
criminal action, they had no reasonable cause to believe their conduct was
unlawful. The Company believes that these provisions are necessary to
attract and retain qualified persons as directors and officers. These
provisions do not eliminate the directors' duty of care, and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under Delaware Law. In addition, each
director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law,
under Section 174 of the Delaware Law and for any transaction from which the
director derived an improper personal benefit. These provisions do not
affect a director's responsibilities under any other law.
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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Identification of Exhibit
--------------------------------------------
4.1 Specimen of Registrant's Common Stock Certificate (incorporated by
reference to the registration statement on Form S-1, Registration
Statement No. 033-48436)
5.1 Opinion of Brewer & Pritchard, P.C.
10.1 First Cash Financial Service, Inc. 2004 Long-Term Incentive Plan
(incorporated by reference to the Company's Definitive Proxy
Statement filed on April 29, 2004)
23.1 Consent of Brewer & Pritchard, P.C. (included in Exhibit 5)
23.2 Consent of Hein & Associates LLP, independent registered public
accounting firm
23.3 Consent of Deloitte & Touche LLP, independent registered public
accounting firm
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. To reflect in the prospectus any facts or events arising
after the effective date of 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 prospectus 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; 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 (ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included 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 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 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 provisions described in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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, State of Texas, on the
23rd day of March, 2006.
FIRST CASH FINANCIAL SERVICES, INC.
By: /s/ J. ALAN BARRON
------------------------------------------
J. Alan Barron, Chief Executive Officer
(Principal Executive Officer)
____________________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ J. ALAN BARRON Chief Executive Officer March 23, 2006
--------------------- (Principal Executive Officer)
J. Alan Barron
/s/ PHILLIP E. POWELL Chairman of the Board March 23, 2006
---------------------
Phillip E. Powell
/s/ RICK L. WESSEL Vice Chairman, President, March 23, 2006
--------------------- Secretary and Treasurer
Rick L. Wessel
/s/ R. DOUGLAS ORR Chief Financial Officer March 23, 2006
--------------------- (Principal Financial and
R. Douglas Orr Accounting Officer)
/s/ RICHARD T. BURKE Director March 23, 2006
---------------------
Richard T. Burke
/s/ TARA MACMAHON Director March 23, 2006
---------------------
Tara MacMahon
/s/ JOE R. LOVE Director March 23, 2006
---------------------
Joe R. Love
Exhibit Index
Exhibit No. Identification of Exhibit
--------------------------------------------
4.1 Specimen of Registrant's Common Stock Certificate (incorporated by
reference to the registration statement on Form S-1, Registration
Statement No.033-48436)
5.1 Opinion of Brewer & Pritchard, P.C.
10.1 First Cash Financial Service, Inc. 2004 Long-Term Incentive Plan
(incorporated by reference to the Company's Definitive Proxy
Statement filed on April 29, 2004)
23.1 Consent of Brewer & Pritchard, P.C. (included in Exhibit 5)
23.2 Consent of Hein & Associates LLP, independent registered public
accounting firm
23.3 Consent of Deloitte & Touche LLP, independent registered public
accounting firm
Exhibit 5.1
BREWER & PRITCHARD, P.C.
THREE RIVERWAY, SUITE 1800 Phone (713) 209-2950
HOUSTON, TEXAS 77056 Fax (713) 659-5302
March 23, 2006
First Cash Financial Services, Inc.
690 East 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
1,800,000 shares ("Shares") of the Company's common stock, par value $.01
per share ("Common Stock") issued pursuant to a certain agreement ("Plan")
attached as an exhibit to the Registration Statement.
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
Certificate of Incorporation of the Company, the Bylaws of the Company, and
resolutions of the Board of Directors of the Company.
We have examined such records and documents and have made such
examination of laws as we considered necessary to form a basis for
the opinion set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with the originals of all documents
submitted to us as copies thereof.
We are of the opinion that the Shares will be, when issued pursuant to
the Plan, 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,
/s/ BREWER & PRITCHARD, P.C.
----------------------------
BREWER & PRITCHARD, P.C.
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
of First Cash Financial Services, Inc. on Form S-8 of our reports, dated
March 13, 2006, relating to the financial statements of First Cash Financial
Services, Inc., and to management's report on the effectiveness of internal
control over financial reporting, appearing in the Annual Report on Form
10-K of First Cash Financial Services, Inc. for the year ended December 31,
2005.
/s/ Hein & Associates LLP
-------------------------
Hein & Associates LLP
Dallas, Texas
March 22, 2006
EXHIBIT 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement on
Form S-8 of our report dated March 8, 2004, (October 8, 2004, as to the
effect of the restatement described in Note 2) which report expresses an
unqualified opinion and includes explanatory paragraphs relating to the
Company's adoption of Financial Accounting Standards Board Interpretation
No. 46(R) Consolidation of Variable Interest Entities, effective December
31, 2003, and the restatement of the statement of cash flows for the year
ended December 31, 2003 described in Note 2, relating to the consolidated
financial statements of First Cash Financial Services, Inc., appearing in
the Annual Report on Form 10-K of First Cash Financial Services, Inc. for
the year ended December 31, 2005.
/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Fort Worth, Texas
March 23, 2006