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
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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
Arlington, Texas 76011
(817) 460-3947
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Phillip E. Powell Copy to:
690 E. Lamar Blvd., Suite 400 Thomas C. Pritchard, Esq.
Arlington, Texas 76011 Brewer & Pritchard, P.C.
(817) 460-3947 Three Riverway, Suite 1800
(Name, address, including Houston, Texas 77002
zip code, phone number, Phone (713) 209-2950
including area code, Fax (713) 209-2921
of agent for service)
FIRST CASH 401(k) PROFIT SHARING 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(1) Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 200,000 $14.45 $2,890,000 $234
- --------------------------------------------------------------------------------
TOTAL $2,890,000 $234
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Act, this Registration
Statement is deemed to register an indeterminate amount of interests to
be offered or sold pursuant to the Plan.
(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
This registration statement registers shares of common stock, par value
$.01 per share (the "Common Stock"), of First Cash Financial Services, Inc.
(the "Company") that may be acquired in the open market pursuant to the
terms of the First Cash 401(k) Profit Sharing Plan (the "Plan").
PART I
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INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
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Item 2. Registrant Information and Employee Plan Annual Information*
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* The documents containing the information specified in Part I of 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 "Securities Act"). Such
documents need not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities 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 Securities Act.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the
Commission:
a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 2002, filed on March 27, 2003.
b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2002, filed June 27, 2003.
c) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2003, filed on May 8, 2003.
d) The Registrant's current reports filed on Form 8-K, filed on
April 8, 2003, April 25, 2003 and May 14, 2003.
e) The description of the Registrant's common stock, par value $.01
per share (the "Common Stock"), which is contained on registration
statement on Form S-1 filed November 19, 1996, Registration
Statement No.333-86052, including any amendment or reports filed
for the purpose of updating such descriptions.
In addition, each document or report subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
or report incorporated into this Registration Statement by reference shall
be deemed to be a part of this Registration Statement from the date of the
filing of such document with the Commission until the information contained
therein is superseded or updated by any subsequently filed document which
is incorporated by reference into this Registration Statement or by any
subsequently furnished appendix to this Registration 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.
Item 4. Description of Securities
---------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
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 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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5.1 (1) Opinion of Brewer & Pritchard, P.C.
23.1 (1) Consent of Brewer & Pritchard P.C. (contained in Exhibit 5.1)
23.2 (1) Consent of Deloitte & Touche LLP.
23.3 (1) Consent of Hein + Associates LLP
(1) Filed herein.
The Internal Revenue Service ("IRS") has determined that the Plan, as
amended through January 1, 2001, meets the requirements of Section 401 of
the Internal Revenue Code. The Registrant hereby undertakes that it has
submitted or will submit all amendments to the Plan subsequent to that date
to the IRS in a timely manner and that it will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Code.
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 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.
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 of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the Company 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 Company 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 of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
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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, 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
Pursuant to the requirements of the Securities Act of 1933, the First
Cash 401(k) Profit Sharing Plan 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 the 7th day of July, 2003.
FIRST CASH 401(K) PROFIT SHARING PLAN
By: /s/ Rick Wessel
-------------------------------
Rick Wessel, Plan Administrator
EXHIBIT 5.1
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[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
401(k) Profit Sharing 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 of a registration statement on Form
S-8 ("Registration Statement") registering an aggregate of 200,000 shares
("Shares") of the Company's common stock, par value $.01 per share ("Common
Stock"), for issuance pursuant to the First Cash 401(k) Profit Sharing 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
Certificate 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
200,000 Shares covered by the Registration Statement, when issued in
accordance with the terms of the Plan, will be validly issued, fully paid
and nonassessable securities of the Company.
For purposes of this opinion, we have assumed that the Shares that may
be issued pursuant to the Plan will be previously issued and outstanding
Shares acquired by the Plan in the open market. 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
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Consent of Deloitte & Touche LLP, Independent Auditors
We consent to the incorporation by reference in this Registration Statement
pertaining to the 401(K) Profit Sharing Plan of First Cash Financial
Services, Inc. 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
EXHIBIT 23.3
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Consent of Hein + Associates LLP, Independent Auditors
We consent to the incorporation by reference in this Registration Statement
pertaining to the 401(K) Profit Sharing Plan of First Cash Financial
Services, Inc. of our report dated April 25, 2003, with respect to the
financial statements and schedule of First Cash 401(K) Profit Sharing Plan
included in the Annual Report on Form 11-K for the year ended December 31,
2002.
/s/ Hein + Associates LLP
-------------------------
Dallas, Texas
July 7, 2003