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

EZCORP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation)		0-19424 (Commission File Number)		74-2540145 (I.R.S. Employer Identification No.)

1901 CAPITAL PARKWAY AUSTIN, TEXAS		78746
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 28, 2008, an EZCORP, Inc. subsidiary executed Amendment No. 3 to its agreement to acquire up to 100%, but not less than 70%, of the equity ownership of Value Financial Service, Inc. A copy of the amendment is attached hereto as Exhibit 10.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

10.1

Amendment No. 3 to Stock Purchase Agreement with Value Financial Services, Inc.

SIGNATURE

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.

EXHIBIT INDEX

10.1

Amendment No. 3 to Stock Purchase Agreement with Value Financial Services, Inc.

EXHIBIT 10.1

AMENDMENT NO. 3 TO
STOCK PURCHASE AGREEMENT

     This Amendment No. 3 to the Stock Purchase Agreement (the “Amendment”) dated May 28, 2008, is made by and between EZPAWN Florida, Inc. a Delaware corporation (the “Buyer”) and Value Financial Services, Inc., a Florida corporation (the “Company”).

RECITALS

     Whereas, the Buyer and the Company executed and delivered that certain Stock Purchase Agreement on March 14, 2008, as amended April 28, 2008 and May 12, 2008, for the purchase and sale of up to 6,646,359 shares of common stock of the Company (the “Purchase Agreement”);

          Whereas, the Buyer and the Company desire to extend the deadline for completion of the Due Diligence Investigation and closing of the transaction;

     Now therefore, in consideration of the premises and the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Buyer and the Company agree as follows:

1.

Definitions. Section 1 of the Purchase Agreement is amended by amending the definition of “Due Diligence End Date” to provide that the Due Diligence End Date shall mean 5:00 p.m CDT on June 4, 2008.

2.

Tender Offer. Section 6.1 of the Purchase Agreement is amended by deleting the words “June 3, 2008” and inserting in its place “June 9, 2008”.

3.

Closing. Section 3.2 of the Purchase Agreement is amended by deleting the words, “July 11, 2008” and inserting in their place, “July 17, 2008”.

4.

Termination. Subsection 9.1(f) of the Purchase Agreement is amended by deleting the words, “July 11, 2008” and inserting in their place, “July 18, 2008”.

{Signature Page Follows}

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.

EZPAWN Florida, Inc.

By:		/s/ Dan Tonissen
		Daniel Tonissen, Senior Vice President and Chief Financial Officer

Value Financial Services, Inc.

By:		/s/ John Thedford
		John Thedford, President and Chief Executive Officer