As filed with the Securities and Exchange Commission on December 23, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EZCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 74-2540145 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer identification no.) | |
2500 Bee Cave Road, Bidg One, Suite 200, Rollingwood, Texas | 78746 | |
(Address of principal executive offices) | (Zip code) | |
EZCORP, INC. 2010 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Thomas H. Welch, Jr.
Senior Vice President, General Counsel and Secretary
EZCORP, Inc.
2500 Bee Cave Road, Building One, Suite 200
Rollingwood, Texas 78746
(Name and address of agent for service)
(512) 314-3400
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) | ||||||
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered | Proposed maximum offering price per share (1) | Proposed maximum aggregate offering price (1) | Amount of registration fee |
Class A Non-Voting Common Stock, par value, $0.01 per share | 500,000 (2) | $10.39 | $5,195,000 | $603 |
(1) | Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the Class A Non-Voting Common Stock reported on The NASDAQ Stock Market on December 19, 2016. |
(2) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of Class A Non-Voting Common Stock as may become issuable pursuant to the antidilution provisions of the EZCORP, Inc. 2010 Long-Term Incentive Plan.
Pursuant to General Instruction E of Form S-8 (“Registration of Additional Securities”), the Registrant hereby makes the following statement:
On October 10, 2013, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-191677) (the “Prior Registration Statement”) relating to shares of the Registrant’s common stock to be issued pursuant to the EZCORP, Inc. 2010 Long-Term Incentive Plan (the “Incentive Plan”), and the Prior Registration Statement is currently effective. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the Incentive Plan. The contents of the Prior Registration Statement are incorporated hereby by reference.
The following exhibits are filed as a part of this Registration Statement:
Exhibit Number | Description | |
5.1 | Opinion of legal counsel | |
23.1 | Consent of BDO USA, LLP | |
23.2 | Consent of Deloitte & Touche LLP | |
23.3 | Consent of legal counsel (included in Exhibit 5.1) | |
24.1 | Power of attorney (set forth on signature page) | |
99.1 | Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective December 21, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 21, 2016, Commission File No. 0-19424) | |
SIGNATURES
The Registrant. 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 Austin, State of Texas, on December 23, 2016.
EZCORP, Inc. | |||
By: | /s/ Stuart I. Grimshaw | ||
Stuart I. Grimshaw, Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Thomas H. Welch, Jr. as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below all amendments and post-effective amendments to this registration statement as that attorney-in-fact may deem necessary or appropriate.
Signature | Title | Date | ||
/s/ Stuart I. Grimshaw | Chief Executive Officer and Director | December 23, 2016 | ||
Stuart I. Grimshaw | (principal executive officer) | |||
/s/ Mark S. Ashby | Chief Financial Officer | December 23, 2016 | ||
Mark S. Ashby | (principal financial officer) | |||
/s/ David McGuire | Deputy Chief Financial Officer and Chief | December 23, 2016 | ||
David McGuire | Accounting Officer | |||
(principal accounting officer) | ||||
/s/ Lachlan P. Given | Executive Chairman of the Board | December 23, 2016 | ||
Lachlan P. Given | ||||
/s/ Matthew W. Appel | Director | December 23, 2016 | ||
Matthew W. Appel | ||||
/s/ Santiago Creel Miranda | Director | December 23, 2016 | ||
Santiago Creel Miranda | ||||
/s/ Peter Cumins | Director | December 23, 2016 | ||
Peter Cumins | ||||
/s/ Pablo Lagos Espinosa | Director | December 23, 2016 | ||
Pablo Lagos Espinosa | ||||
/s/ Thomas C. Roberts | Director | December 23, 2016 | ||
Thomas C. Roberts | ||||
/s/ Joseph L. Rotunda | Chief Operating Officer and Director | December 23, 2016 | ||
Joseph L. Rotunda | ||||
EXHIBIT INDEX
Exhibit Number | Description | |
5.1* | Opinion of legal counsel | |
23.1* | Consent of BDO USA, LLP | |
23.2* | Consent of Deloitte & Touche LLP | |
23.3* | Consent of legal counsel (included in Exhibit 5.1) | |
24.1* | Power of attorney (set forth on signature page) | |
99.1 | Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective December 21, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 21, 2016, Commission File No. 0-19424) | |
* Filed herewith.
December 23, 2016
EZCORP, Inc.
Building One, Suite 200
2500 Bee Cave Road
Rollingwood, Texas 78746
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary for EZCORP, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the offer and sale of an additional 500,000 shares of the Company's Class A Non-Voting Common Stock, par value $.01 per share (the “Shares”), that may be issued from time to time pursuant to awards granted under the EZCORP 2010 Long-Term Incentive Plan (the “Plan”).
In reaching the opinion set forth herein, I have examined such agreements, certificates of public officials and officers of the Company, records, documents and matters of law as I deemed relevant.
Based on the foregoing and subject further to the assumptions, exceptions and qualifications hereinafter stated, I am of the opinion that the Shares, when issued in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan and the relevant award agreements, will be legally issued, fully paid and nonassessable.
In rendering the opinion set forth herein, I have assumed that the Company will receive the full amount and type of consideration (as specified in the Plan and each applicable award agreement) for each of the Shares or will have received that consideration upon the issuance of the Shares pursuant to the applicable award agreement, that such consideration will be in cash, personal property or services already performed, that such consideration will equal or exceed the par value per share of the Shares, that appropriate certificates or other evidence of ownership with respect to the Shares will be properly executed upon each such issuance and that each grant of an award pursuant to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of Texas, the Delaware General Corporation Law and the federal laws of the United States of America. I am not admitted to the practice of law in the State of Delaware.
EZCORP, Inc.
December 23, 2016
Page 2
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come into the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely, | |||
/s/ Thomas H. Welch, Jr., | |||
Senior Vice President, | |||
General Counsel and Secretary | |||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
EZCORP, Inc.
Austin, Texas
We hereby consent to the incorporation by reference in this Registration Statement of our reports dated December 14, 2016, relating to the consolidated financial statements, and the effectiveness of EZCORP, Inc.'s internal control over financial reporting appearing in the Company's Annual Report on Form 10-K for the year ended September 30, 2016.
/s/ BDO USA, LLP
Dallas, Texas
December 23, 2016
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements of EZCORP, Inc. and subsidiaries dated November 26, 2014 (November 9, 2015 as to the effects of the restatement discussed in Note 22; December 23, 2015 as to Note 3 (relating to the adjustments for discontinued operations arising in 2015) and Note 18 (relating to the change in reportable segments in 2015); December 14, 2016 as to the effects of the restatement discussed in Note 2) (which report expresses an unqualified opinion; includes an explanatory paragraph that the retrospective adjustments for the adoption of ASU 2014-08 were audited by other auditors; and includes an explanatory paragraph related to the restatement of the 2014 consolidated financial statements) appearing in the Annual Report on Form 10-K of EZCORP, Inc. for the year ended September 30, 2016.
/s/ DELOITTE & TOUCHE LLP
Austin, TX
December 23, 2016