_____________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 5, 2013
EZCORP, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-19424 | 74-2540145 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1901 Capital Parkway, Austin, Texas 78746
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512) 314-3400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.04 — Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
(a) | On June 5, 2013, EZCORP, Inc. delivered a blackout notice to its directors and executive officers informing them of a temporary suspension of transactions relating to the EZCORP stock fund within the EZCORP 401(k) Plan, as a result of the transition of the administration of the plan to a new service provider, and the resulting blackout restrictions imposed on the company’s directors and executive officers. Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the blackout notice. The company provided the blackout notice to its directors and executive officers in accordance with Rule 104 of the Securities and Exchange Commission’s Regulation BTR. |
During the Blackout Period (as defined in the blackout notice attached as Exhibit 99.1) and for a period of two years after the ending date of the Blackout Period, a security holder or other interested person may obtain, free of charge, the actual beginning and ending dates of the Blackout Period by submitting a request therefor to:
EZCORP, Inc.
1901 Capital Parkway
Austin, Texas 78746
Attn: Corporate Secretary
Telephone — 512-314-3400
Email — Investor_Relations@ezcorp.com
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Blackout Notice dated June 5, 2013, as provided to directors and executive officers of EZCORP, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EZCORP, INC. | |
Date: June 5, 2013 | |
By: | /s/ THOMAS H. WELCH, JR. |
Thomas H. Welch, Jr. | |
Senior Vice President, | |
General Counsel and Secretary | |
2
Exhibit 99.1
TO: Directors and Executive Officers
DATE: June 5, 2013
SUBJECT: Notice of Blackout Period with Respect to EZCORP Class A Common Stock
Beginning at 2:00 p.m. (Central time) on Friday, June 21, 2013, participants in the EZCORP 401(k) Plan (the “Plan”) will be temporarily subject to a “Blackout Period,” during which they will be unable to:
• | Submit a request for a distribution or loan; |
• | Make changes to their contribution rate; |
• | Change their investment elections for future contributions or transfer existing balances between funds (including transferring balances out of the Plan’s EZCORP stock fund into other available investment funds within the Plan); or |
• | Complete a rollover into their account. |
The Blackout Period is necessitated in order to facilitate the transition of the administration of the Plan to a new service provider, and will end once that transition is complete.
During the Blackout Period, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any EZCORP Class A common stock (including derivative securities related to EZCORP Class A common stock), except pursuant to a prearranged trading plan that satisfies the affirmative defense conditions of Rule 10b5‑1 under the Securities Exchange Act of 1934 so long as you did not enter into the plan during the Blackout Period or while aware of the actual or approximate beginning or ending dates of the Blackout Period.
The Blackout Period is expected to end during the week of July 29, 2013. You may obtain, free of charge, information as to whether the Blackout Period has actually ended by emailing or telephoning Thomas H. Welch, Jr., Senior Vice President, General Counsel and Secretary, who has been designated by the Company to respond to inquiries about the Blackout Period.
This notice is being furnished to you pursuant to Rule 104 of Regulation BTR at least 15 days prior to the beginning of the Blackout Period.
EZCORP, INC. | |
By: | /s/ THOMAS H. WELCH, JR. |
Thomas H. Welch, Jr. | |
Senior Vice President, | |
General Counsel and Secretary | |
1901 Capital Parkway | |
Austin, Texas 78746 | |
512.314.3409 (telephone) | |
tom_welch@ezcorp.com (email) | |