SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORLD ACCEPTANCE CORPORATION
(Exact name of registrant, as specified in its charter)
| South Carolina | 57-0425114 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
108 Frederick Street
Greenville, South Carolina 29607
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (864) 298-9800
WORLD ACCEPTANCE CORPORATION
2002 STOCK OPTION PLAN
(Full title of the plan)
A. Alexander McLean, III
Executive Vice President and Chief Financial Officer
108 Frederick Street
Greenville, South Carolina 29607
(Name and address of agent for service)
(864) 298-9800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered |
Proposed maximum
offering price per unit |
Proposed
maximum aggregate offering price |
Amount of
registration fee |
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Common Stock, no par value per share |
600,000(1) | $13.71(2) | $8,226,000(2) | $665.48 | ||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also relates to an indeterminate number of additional shares of Common Stock issuable with respect to the shares registered hereunder in the event of a stock split, stock dividend or other similar transaction. |
| (2) | In accordance with Rule 457(h)(1) of Regulation C, the maximum offering price per share is computed on the basis of the average high and low prices for the Common Stock of World Acceptance Corporation on July 25, 2003 as reported on the Nasdaq National Market System. |
PART II INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange Commission by World Acceptance Corporation (the “Company”) are incorporated by reference into this registration statement:
| (a) | the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2003; |
| (b) | the Company’s current report on Form 8-K filed on April 25, 2003; |
| (c) | all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 2003; and |
| (d) | the description of the Company’s common stock, no par value per share, as set forth in the Company’s registration statements filed pursuant to Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Company with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or that deregisters all of such securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document (which also is, or is deemed to be, incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
| Item 6. | Indemnification of Directors and Officers. |
Section 33-2-102(e) of the South Carolina Business Corporation Act of 1988 (the “Business Corporation Act”) enables a corporation that has a class of voting shares registered pursuant to Section 12 of the Securities Exchange Act of 1934 to eliminate or limit, through provisions in its original or amended articles of incorporation, the personal liability of a director for violations of the director’s fiduciary duties, except (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) any liability imposed pursuant to Section 33-8-330 of the Business Corporation Act (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director derived an improper personal benefit. The Company’s articles of incorporation contain provisions limiting the personal liability of its directors to the fullest extent permitted by the Business Corporation Act.
Sections 33-8-500 to 33-8-580 of the Business Corporation Act provide that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee, or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings had no reasonable cause to believe that the challenged conduct was unlawful. A South Carolina corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must provide indemnification against the expenses that such officer or director actually and reasonably incurred.
The Company’s articles of incorporation provide for indemnification of directors and officers of the Company to the fullest extent permitted by the Business Corporation Act.
Section 33-8-570 of the Business Corporation Act authorizes the Company to provide liability insurance for directors and officers for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the Company. The Company has obtained policies insuring its directors and officers and directors and officers of its subsidiary companies, and the Company and its subsidiary companies to the extent they may be required or permitted to indemnify such officers or directors, against certain liabilities arising from acts or omissions in the discharge of their duties that they shall become legally obligated to pay.
| Item 8. | Exhibits. |
See the Exhibit Index.
| Item 9. | Undertakings. |
The Company hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the “Securities Act”), each such post-effective amendment to this 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;
(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering; and
(4) That, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe it meets all 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 Greenville, State of South Carolina, on July 28, 2003.
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W ORLD A CCEPTANCE C ORPORATION |
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By: |
/s/ A. A LEXANDER M C L EAN , III |
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A. Alexander McLean, III Executive Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 28, 2003.
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SIGNATURE |
TITLE |
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/s/ C HARLES D. W ALTERS Charles D. Walters |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
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/s/ A. A LEXANDER M C L EAN , III A. Alexander McLean, III |
Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
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/s/ D OUGLAS R. J ONES Douglas R. Jones |
Director |
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Ken R. Bramlett, Jr. |
Director |
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/s/ J AMES R. G ILREATH James R. Gilreath |
Director |
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William S. Hummers, III |
Director |
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Charles D. Way |
Director |
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EXHIBIT INDEX
|
Exhibit Number |
Description |
Filed herewith(*) or
Incorporated by Reference from Previous Exhibit Number |
Company Reg. No. or Report |
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3.1 |
Second Amended and Restated Articles of Incorporation of the Company, as amended | * | ||||
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4.1 |
Articles 3, 4 and 5 of the Company’s Second Amended and Restated Articles of Incorporation, as amended (included in Exhibit 3.1) | * | ||||
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4.2 |
Article II, Section 9 of the Company’s Amended Bylaws | 3.2 | Registration Statement on Form S-1 (SEC File No. 33-42879) | |||
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4.3 |
Specimen Stock Certificate | 4.1 | Registration Statement on Form S-1 (SEC File No. 33-42879) | |||
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5.1 |
Opinion of Robinson, Bradshaw & Hinson, P.A. | * | ||||
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23.1 |
Consent of KPMG LLP | * | ||||
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23.2 |
Consent of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit 5.1) | * | ||||
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99.1 |
World Acceptance Corporation 2002 Stock Option Plan | Appendix A | Schedule 14A filed July 1, 2002 | |||
EXHIBIT 3.1
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended, the undersigned corporation adopts the following Articles of Amendment to its Second Amended and Restated Articles of Incorporation (the “Second Amended and Restated Articles”):
| 1. | The name of the corporation is World Acceptance Corporation. |
| 2. | On August 2, 1995, the shareholders of the corporation adopted the following amendment (the “Amendment”) to its Second Amended and Restated Articles: |
The introductory subparagraph of Paragraph 3 of the Second Amended and Restated Articles of Incorporation shall be amended in its entirety to read as follows:
“3. The Company is authorized to issue the following classes of shares:
|
Class of Shares |
Authorized Number |
Par Value Per Share |
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|
Common Stock |
95,000,000 | no par | ||||
|
Preferred Stock |
5,000,000 | no par” |
| 3. |
Set forth below is certain information regarding the adoption of the Amendment by the shareholders of the corporation on
August 2, 1995: |
|
Voting Group |
Number of
Outstanding Shares |
Number of Votes Entitled to be Cast |
Number
of Votes
the Meeting |
Number of
Shares Voted for Amendment |
||||
|
Common Stock |
6,939,191 | 6,939,191 | 6,153,665 | 4,928,200 |
The number of votes cast for the Amendment was sufficient for approval of the Amendment by the holders of Common Stock, the only voting group entitled to vote on the Amendment.
| 4. | The effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State. |
| Date: August 8, 1995 |
WORLD ACCEPTANCE CORPORATION |
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/s/ C. D. Walters |
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| By: Charles D. Walters, President | ||
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
WORLD ACCEPTANCE CORPORATION
Pursuant to Section 33-10-106 of the South Carolina Business Corporation Act of 1988, as amended, the undersigned World Acceptance Corporation, a South Carolina corporation (the “Company”), hereby adopts the following Seconded Amended and Restated Articles of Incorporation (the “Amendment”), which amends and restates in full the Company’s Amended and Restated Articles of Incorporation (as further amended prior to the date hereof, the “Amended and Restated Articles”) filed on September 7, 1989 in the Office of the Secretary of State of South Carolina.
A. The name of the Company is World Acceptance Corporation.
B. Amendment to and Restatement of Articles . On September 13, 1991, the shareholders of the Company, voting the number of shares indicated in paragraph D below, adopted the following Second Amended and Restated Articles of Incorporation:
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WORLD ACCEPTANCE CORPORATION
1. The name of the Corporation is World Acceptance Corporation.
2. The registered office of the Corporation is The Prentice-Hall Corporation System, Inc., 2019 Park Street, Columbia, South Carolina 29202, and the registered agent of the Corporation is The Prentice-Hall Corporation System, Inc., 2019 Park Street, Columbia, South Carolina 29202.
3. The Company is authorized to issue the following classes of shares:
|
Class of Shares |
Authorized Number |
Par value Per Share |
||
|
Common Stock |
20,000,000 | no par | ||
|
Preferred Stock |
5,000,000 | no par |
The relative rights, preferences and limitations of the shares of each class are as follows:
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| (a) | Common Stock |
On all matters on which holders of Common Stock shall be entitled to vote, the holders of Common Stock shall be entitled to one vote for each share held. Holders of Common Stock shall be entitled to unlimited dividends when and if declared.
| (b) | Preferred Stock |
The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Paragraph 3, to provide for the issuance of the shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
| (1) | The number of shares constituting that series and the distinctive designation of that series; |
| (2) | The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; |
| (3) | Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; |
| (4) | Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
| (5) | Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
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| (6) | The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment of shares of that series; and |
| (7) | Any other relative rights, preferences and limitations of that series. |
Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the Common Stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.
4. The optional provisions which the Company elects to include in these Second Amended and Restated Articles of Incorporation are as follows:
| (a) | The Company elects not to have pre-emptive rights. |
| (b) | Shareholders of any class shall not have the right to cumulate their votes for directors. |
| (c) | In the event that, and for so long as, the Company either has a class of voting securities registered with the Securities and Exchange Commission or other federal agency under Section 12 of the Securities Exchange Act, has gross assets at the end of its most recent fiscal year totalling twenty-five million dollars or more, or has five hundred or more shareholders of any class of stock, a director of the Company shall not be personally liable to the Company or any of its shareholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not be deemed to eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of law; (iii) imposed under Section 33-8-330 of |
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| the South Carolina Business Corporation Act (liability for unlawful distributions) or any successor statute; or (iv) for any transaction from which the director derived an improper personal benefit. |
| (d) | Pursuant to Sections 35-2-105 and 35-2-220 of the Code of Laws of South Carolina, 1976, as amended, the Company elects that Sections 35-2-101 through 35-2-226 (inclusive) of such laws do not apply to any control share acquisition of shares of the Company or to any business combination involving the Company. |
5. Except as otherwise expressly provided in this paragraph 5:
| (i) | any merger or consolidation of the Company with or into any other corporation; or |
| (ii) | any sale, lease, exchange or other disposition of all or substantially all of the assets of the Company to or with any other corporation, person or other entity; or |
| (iii) | any issuance or transfer by the Company of any of its securities to any other corporation, person or other entity as part of an exchange or acquisition of the securities or assets of such other corporation, person or other entity; |
shall require the affirmative vote of the holders of at least two-thirds ( 2 / 3 ) of the outstanding shares of capital stock of the Company entitled to vote.
This paragraph 5 may not be amended or rescinded except by the affirmative vote of the holders of at least two-thirds ( 2 / 3 ) of the outstanding shares of capital stock of the Company entitled to vote.
7. Any person who is made a party to a proceeding because he or she is or was an officer or director of the Company shall be indemnified, reimbursed, or advanced funds for the reasonable expenses incurred by said person to the fullest extent permitted by law.
C. Effective Date . These Second Amended and Restated Articles of Incorporation shall become effective (the “Effective Date”) immediately upon filing with the Secretary of State of the State of South Carolina.
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D. Approval by Shareholders . Set forth below is certain information regarding the adoption of this Amendment by the shareholders of the Company on November 1, 1991:
|
Voting Group |
Number of Outstanding Shares |
No. of Votes Entitled to be Cast |
No. of Votes Represented At Meeting |
No. of Votes Cast for Amendment |
||||
|
Class A
Common Stock |
1,075,000 | 1,075,000 | 1,075,000 | 1,075,000 | ||||
|
Class B
Common Stock |
-0- | -0- | -0- | -0- | ||||
|
Series A
Preferred Stock |
70.0611 | -0- | -0- | -0- |
The number of votes cast for this Amendment by each voting group was sufficient for approval of this Amendment by each such voting group.
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Date: November 1, 1991 |
W ORLD A CCEPTANCE C ORPORATION |
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| By: |
/s/ C. D. W ALTERS |
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C. D. Walters C. D. Walters, President |
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Exhibit 5.1
ROBINSON BRADSHAW & HINSON
July 28, 2003
World Acceptance Corporation
108 Frederick Street
Greenville, South Carolina 29607
| Re: | Registration Statement on Form S-8 of World Acceptance Corporation relating to the World Acceptance Corporation 2002 Stock Option Plan |
Ladies and Gentlemen:
We have served as counsel to World Acceptance Corporation, a South Carolina corporation (the “ Corporation ”), in connection with the preparation by the Corporation of a registration statement on Form S-8 (the “ Registration Statement ”) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Act ”) relating to the offer and sale of up to 600,000 shares of the Corporation’s common stock, no par value (the “ Shares ”), to be issued by the Corporation pursuant to the 2002 Stock Option Plan (the “ Plan ”) and the related options under the Plan.
This opinion is given as of the date hereof and is based on facts and conditions presently known and laws and regulations presently in effect, and is being delivered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K under the Act.
We have examined the Plan, the Registration Statement, the Second Amended and Restated Articles of Incorporation of the Corporation listed as an exhibit to the Registration Statement (the “ Charter ”), the Amended Bylaws of the Corporation (the “ Bylaws ”), and such other corporate and other documents and records and certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and (v) the taking of all required corporation action in relation to the Plan.
Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares, if and when originally issued and sold by the Corporation pursuant to the terms and conditions of the Plan, and upon payment of the consideration payable therefor pursuant to the Plan, will be legally issued, fully paid and nonassessable.
We have assumed that the Corporation and those officers and employees who may purchase Shares or receive options to purchase Shares under the Plan will have complied with
Attorneys at Law
Charlotte Office: 101 North Tryon Street, Suite 1900, Charlotte, NC 28246 Ph: 704.377.2536 Fx: 704.378.4000
South Carolina Office: 140 East Main Street, Suite 420, P.O. Drawer 12070, Rock Hill, SC 29731 Ph: 803.325.2900 Fx: 803.325.2929
the relevant requirements of the Plan and that all prescribed filings with regulatory authorities, including any stock exchanges having jurisdiction, will be effected in accordance with their respective requirements and that the approvals of such regulatory authorities, including any stock exchanges having jurisdiction, will have been granted prior to the issuance of any of the Shares.
The opinions expressed herein are contingent upon the Registration Statement becoming effective under the Securities Act of 1933 and the Charter and Bylaws not being further amended prior to the issuance of the Shares.
The foregoing opinions are limited to the laws of the State of South Carolina, and we express no opinion with respect to the laws of any other state or jurisdiction.
This opinion is being furnished to you solely for your benefit in connection with the filing of the Registration Statement pursuant to the Act and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent.
We hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.
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Very truly yours, |
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| ROBINSON, BRADSHAW & HINSON, P.A. | ||
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/s/ R OBINSON , B RADSHAW & H INSON , P.A. |
INDEPENDENT AUDITORS’ CONSENT
The Board of Directors
World Acceptance Corporation.
We consent to the use of our report dated April 22, 2003, with respect to the consolidated balance sheets of World Acceptance Corporation and subsidiaries as of March 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2003, incorporated by reference herein.
Our report refers to the fact that on April 1, 2002, World Acceptance Corporation and subsidiaries adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”
/s/KPMG LLP
Greenville, SC
July 24, 2003