As filed with the Securities and Exchange Commission on January 22, 1999
September 2, 2022
Registration No. 333- - -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST CASH FINANCIAL SERVICES,
FIRSTCASH HOLDINGS, INC.
(Exact
(Exact name of Registrantregistrant as specified in its charter)
DELAWARE 5932 75-2237318
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(State
| Delaware | 87-3920732 | |
(State or other Incorporation or organization) | (I.R.S. Employer Identification No.) |
1600 West 7th Street, Fort Worth, Texas 76102
(Address of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
690 E. Lamar Blvd., Suite 400 Copy to: Phillip E. Powell
Arlington,principal executive offices) (Zip code)
(817) 335-1100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
R. Douglas Orr
Executive Vice President and Chief Financial Officer
1600 West 7th Street
Fort Worth, Texas 76011 Thomas C. Pritchard, Esq. 690 E. Lamar Blvd.,
76102
(817) 460-3947 Brewer & Pritchard, P.C. Suite 400
(Address,335-1100
(Name, address, including zip 1111 Bagby, 24th Floor Arlington, Texas 76011 code, and telephone number, Houston, Texas 77002 (Name, address, including
including area code, Phone (713) 209-2950 zip code, phone number,
of registrant's Fax (713) 209-2921 including area code,
principal executive offices) of agent for service)
Copies to:
Kyle Healy
Alston & Bird LLP
1201 West Peachtree Center
Atlanta, Georgia 30309
(404) 881-7000
Approximate date of commencement of proposed sale to the public: As soon
as practicable From time to time on or after the effective date of this Registration Statement becomes effective.
registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ---
☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ---
☒
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ---
☐
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ---
☐
If this formForm is a registration statement pursuant to General Instruction I.D. or a post-effective amendment filedthereto that shall become effective upon filing with the Commission pursuant to Rule 462(d)462(e) under the Securities Act, check the following box and listbox. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act,
registration statement number of the earlier effective registration statement
for the same offering.
---
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ---
☐
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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 7(a)(2)(B) of the purpose of calculatingSecurities Act. ☐
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration fee
pursuantstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to Rule 457(c), based onsell these securities and not soliciting an offer to buy these securities in any state or jurisdiction where the averageoffer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 2, 2022
PROSPECTUS
FirstCash Holdings, Inc.
Up to 8,046,252 Shares of the high and low sales prices
for the common stock as reported by the Nasdaq Stock Market on January 14,
1999, or $12.31 per share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
PROSPECTUS
FIRST CASH FINANCIAL SERVICES, INC.
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COMMON STOCK
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This prospectus relates to the resale from time to time of up to an aggregate of 8,046,252 shares of our common stock, of First Cash
Financialpar value $0.01 per share (our “common stock”), by AFF Services, Inc. as follows: (i) 1,895,250, a Delaware corporation (the “Selling Stockholder”). The shares of our common stock underlying currently exercisable stock purchase warrants, (ii) 1,780,000 sharesbeing offered by the Selling Stockholder were issued to the Selling Stockholder in connection with, and as partial consideration for, our acquisition of common stock currently outstanding,American First Finance Inc. (“AFF”) on December 17, 2021 (the “AFF Acquisition”). We are not selling any securities under this prospectus and (iii) 155,000 shares of common stock
to be issued pursuant to outstanding acquisition obligations. The Company will
receive up to $19,206,531 upon the exercise of the warrants. The company will not receive any of the proceeds from the resalesale of currently outstandingour common stock by the Selling Stockholder.
The Selling Stockholder may sell the shares of our common stock orincluded in this prospectus in a number of different ways and at varying prices. We provide more information about how the issuanceSelling Stockholder may sell the shares in the section entitled “Plan of common stock in payment of outstanding
acquisition obligations.Distribution.” The Selling StockholdersStockholder will pay all underwriting discounts, brokerage fees and any broker-dealers who actcommissions and similar expenses in connection with the offer and sale of the shares hereunder may be deemedby the Selling Stockholder pursuant to be "underwriters" as that term is
definedthis prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the Securities Act the offer and any commissions received by them and
profit on any resale of the shares as principal may be deemed to be underwriting
discounts and commissions underincluded in this prospectus by the Securities Act.
TheSelling Stockholder. See “Plan of Distribution.”
Our common stock of the company is tradedlisted on the Nasdaq StockGlobal Select Market (“Nasdaq”) under the symbol "FCFS."“FCFS”. On January 21, 1999,September 1, 2022, the last saleclosing price of theour common stock as reported by theon Nasdaq Stock Market, was $13.00$76.75 per share. This investmentApplicable rules of Nasdaq may limit our ability to declare dividends payable in kind absent stockholder approval.
Investing in our common stock involves a high degreerisk. You should carefully consider all of risk. See "Risk Factors" beginningthe information set forth in this prospectus, including the risk factors set forth under “Risk Factors” in our Annual Report on page 2.
NeitherForm 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022 (which document is incorporated by reference herein), as well as the risk factors and other information contained in any accompanying prospectus supplement and any documents we incorporate by reference herein or therein, before deciding to invest in our common stock. See “Incorporation by Reference”.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary inis a criminal offense.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
securities and exchange commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
The date of this prospectus is January 22, 1999
, 2022.
Prospectus
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This prospectus is part of a registration statement on Form S-3 that we filed with the third largest publicly traded
pawnshop operatorSEC using a “shelf” registration process. Pursuant to this prospectus, the Selling Stockholder may sell, from time to time, up to 8,046,252 shares of our common stock described in this prospectus.
You should rely only on the United States and currently has 106 pawn storesinformation provided in Texas, Oklahoma, South Carolina, Washington, D.C., Maryland, Missouri and
Virginia. The company's pawnshops engage in both consumer finance and retail
sales activities. The company's pawnshops provide a convenient source for
consumer loans, lending money against pledged tangible personal property such as
jewelry, electronic equipment, tools, firearms, sporting goods and musical
equipment. These pawn stores also function as retailers of previously-owned
merchandise acquired in forfeited pawn transactions and over-the-counter
purchases from customers.
The company also currently owns 27 check cashing stores in California,
Illinois and Washington. These check cashing stores provide a broad range of
consumer financial services, including check cashing, money order sales, wire
transfers and short-term unsecured payday advances. The company also owns a
software company in California which provides computer hardware and software to
third party check cashing operators,this prospectus, as well as ongoing technical support. For
the fiscal year ended July 31, 1998,information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the company's revenues were derived 64%
from retail activities, 34% from lending activities, and 2% from other sources,
including check-cashing fees.
Management believesSelling Stockholder have authorized anyone to provide you with different information. Neither we nor the pawnshop industry is highly fragmentedSelling Stockholder have authorized anyone to provide you with approximately 15,000 stores in the United States and is in the early stages of
achieving greater efficiencies through consolidation. The five publicly traded
pawnshop companies operate less than 6% of the total pawnshops in the United
States. Management believes significant economies of scale, increased operating
efficiencies, and revenue growth are achievable by increasing the number of
stores under operation and introducing modern merchandising techniques, point
of-sale systems, improved inventory management and store remodeling. The
company's objectives are to increase consumer loans and retail sales through
selected acquisitions and new store openings and to enhance operating
efficiencies and productivity. During fiscal 1998, 1997 and 1996, the company
added 29, 7 and 7 pawn stores to its network, respectively, net of stores
consolidated. The company made its initial entry into the check cashing
business during fiscal 1998, with the purchase of 11 stores in California and
Washington. Management estimates there are approximately 7,000 such check
cashing locations throughout the United States.
The company was formed as a Texas corporation in July 1988 and in April
1991 the company reincorporated as a Delaware corporation. Except as otherwise
indicated, the term "company" includes its wholly owned subsidiaries, American
Loan & Jewelry, Inc., Famous Pawn, Inc., JB Pawn, Inc., Miraglia, Inc., Capital
Pawnbrokers, Inc., Silver Hill Pawn, Inc., One Iron Ventures, Inc. and Elegant
Floors, Inc. The company's principal executive offices are located at 690 East
Lamar Blvd., Suite 400, Arlington, Texas 76011, and its telephone number is
(817) 460-3947.
RISK FACTORS
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Recent Developments; Risk of Leverage
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On November 14, 1998, the company purchased 12 pawn stores in South
Carolina for an aggregate purchase price of $4,558,000 consisting of $2,258,000
cash, a $600,000 note payable due in twelve equal monthly payments, and a
$1,700,000 obligation due November 16, 1999 in either cashany information or common stock of
the company, at the option of the company. On December 14, 1998, the company
acquired 100% of the outstanding common stock of One Iron Ventures, Inc., which
owns 11 check cashing stores in Illinois, in exchange for 430,000 shares of the
company's common stock.
As a result of recent acquisition related debt and increases in the
company's credit facility, the company's debt service requirements have been
substantially increased over historical levels. Although the company
anticipates that existing cash flows and additional cash flows from the
acquisitions partially funded by such indebtedness will be sufficient to support
current levels of company debt, debt service requirements will affect the
profitability of the company and may impair its ability to raise additional
capital for further acquisitions or for capital investment in existing
operations.
At October 31, 1998, the company had $39,605,000 of long-term liabilities,
of which $36,739,000 represented long-term debt. The company has incurred and
will continue to incur interest expense on such indebtedness. Although interest
rates have decreased over the last twelve months, interest rates may increase in
the future. As interest rates increase, management's strategy to fund
acquisitions through debt becomes more costly and may have an adverse impact on
the company's operations. Failure to make payments when due will resultany representations other than those contained in default underthis prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholder take responsibility for, and possible accelerationcan provide no assurance as to the reliability of, one or more of the company's debt
instruments. Management believesany other information that others may give you. You should not assume that the net cash flows generated from
operations will provide the company with sufficient resources to meet the
company's present and foreseeable liquidity and capital needs, including those
arising from debt obligations. However,information in the event the company's cash flow so
generatedthis prospectus or any applicable prospectus supplement is insufficient for these purposes, the company may be required to
raise additional capital and/or curtail acquisition activities.
Expansionaccurate as of Business
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Since its inception, the company has engaged in a series of acquisitions
and, to a lesser degree, new store openings in order to expand its business.
The company's strategy for the near future is to emphasize expansion through
both acquisition of existing stores, which enables the company to realize
increases in revenues and economies of scale more quickly, and opening new
stores where demographics are favorable and competition is limited. The company
has not established definite plans to open a set number of stores or to acquire
a set number of stores during the next 12-month period. The company is
currently negotiating the purchase of 22 check cashing stores in Mississippi.
The purchase price of the Mississippi acquisition will consist of a combination
of cash and seller notes payable. While the company continually looks for, and
is presented with, potential acquisition candidates, the company has no
definitive plans or commitments for further acquisitions and is not currently
negotiating any acquisitions,date other than the those listed above. The company
has no immediate plans to open any other new stores. To a significant extent,
the company's future success is dependent upon its ability to continue to engage
in successful acquisitions and new site selections. Potential risks associated
with such a strategy are as follows:
Management of Growth
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The successdate of the company's growth strategy is dependent, in part, upon
the ability to maintain adequate financial controls and reporting systems, to
assimilate acquisition management into the company's management structure, to
manage a larger operation, and to obtain additional capital upon favorable
terms. On average, a new store becomes profitable approximately six to twelve
months after establishment. Typically, acquired stores are profitable upon
acquisition. There can be no assurance that the company will be able to
successfully finance acquisitions or manage a larger operation.
Availability of Attractive Acquisitions
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The company competes for acquisitions with other publicly held pawnshop and
check cashing companies, some of which have greater financial resources than the
company. This competition could limit the availability of acquisition
candidates and increase the cost of acquisitions.
Statutory Requirements
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The company's ability to open new pawn stores in Texas counties having a
population of more than 250,000 may be adversely affected by a law which
requires a finding of public need and probable profitability by the Texas
Consumer Credit Commissioner as a condition to the issuance or activation of any
new pawnshop license. In addition, some counties in Maryland in which the
company currently operates have enacted moratoriums on new pawn licenses, which
may adversely affect the company's ability to expand its operations in those
counties. Also, the present statutory and regulatory environment of some states
for both pawnshops and check cashers renders expansion into those states
impractical. For example, certain states require public sale of forfeited
collateral or do not permit service charges sufficient to make pawnshop
operations profitable.
Access to Capital
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The company's need for expansion capital and its ability to obtain secured
financing is complicated by the requirement in some states that it maintain a
minimum amount of certain unencumbered net assets (currently $150,000 in Texas,
$25,000 in Oklahoma, $50,000 in Missouri and $35,000 in South Carolina) for each
pawnshop location. The ability of the company to continue to expand through
acquisitions and new store openings is limited by access to capital.
Availability of Qualified Store Management Personnel
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The company's ability to expand may also be limited by the availability of
qualified store management personnel. While the company seeks to train existing
qualified personnel for management positions and to create attractive
compensation packages to retain existing management personnel, there can be no
assurance that sufficient qualified personnel will be available to satisfy the
company's needs with respect to its planned expansion.
Dependence on Key Personnel
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The success of the company is dependent upon, among other things, the
services of Phillip E. Powell, chief executive officer, and Rick L. Wessel,
president and chief financial officer. The company has entered into employment
agreements with Messrs. Powell and Wessel. The loss of the services of Mr.
Powell or Mr. Wessel could have a material adverse effect on the company. As ofapplicable document. Since the date of this prospectus the company has not obtained "key-man" life
insurance on the lives of Messrs. Powell or Wessel.
Governmental Regulation
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The company's pawnshop and check cashing operations are subject to, and
must comply with, extensive regulation, supervision and licensing under various
federal, state and local statutes, ordinances and regulations. These statutes
may prescribe, among other things, service charges a pawnshop may charge for
lending money and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed. Neither we nor the Selling Stockholder will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
Neither this prospectus nor any accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of the Selling Stockholder or any agent, to subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
Unless the context indicates otherwise, as used in this prospectus: (i) the “Company,” “FirstCash,” “us,” “we” and “our” refer to FirstCash Holdings, Inc. and its consolidated subsidiaries; and (ii) “this prospectus” refers to this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of our common stock being offered hereby by the Selling Stockholder. This prospectus and any prospectus supplement are part of a registration statement we have filed with the SEC. As permitted by SEC rules, this prospectus does not contain all of conductthe information we have included in the registration statement and the accompanying exhibits. Statements that govern an entity's ability to
maintain a pawnshop license, as well aswe make in this prospectus about the amountcontent of fees which may be charged
for cashing checksany contract, agreement or making payday advances.other document are not necessarily complete. With respect to firearm and
ammunition sales,each document filed as an exhibit to the registration statement, we refer you to the exhibit for a pawnshop must comply with the regulations promulgated by the
Federal Bureau of Alcohol, Tobacco and Firearms, a divisionmore complete description of the Departmentmatter involved, and each statement that we make is qualified in its entirety by such reference.
In particular, the contracts, agreements or other documents included as exhibits to this registration statement or incorporated by reference are intended to provide you with information regarding their terms and not to provide any other factual or disclosure information about FirstCash or the other parties to the documents. The documents contain representations and warranties by each of the Treasury ("ATF"). State regulatory agenciesparties to the applicable document. These representations and warranties have broad, discretionary
authority to refuse to grant a license or to suspend or revoke any or all
existing licenses of licensees under common control if it is determined that any
such licensee has violated any law or regulation or thatbeen made solely for the management of any
such licensee is not suitable to operate pawnshops. In addition, there can be
no assurance that additional state or federal statutes or regulations will not
be enacted at some future date which could inhibit the abilitybenefit of the companyother parties to expand, significantly decrease the service charges for lending money, or
prohibit or more stringently regulateapplicable document and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the salerisk to one of certain goods, such as
firearms, any of which could significantly adversely affect the company's
prospects.
Competition
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The company encounters significant competitionparties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the operationnegotiation of both its pawnshopthe applicable document, which disclosures are not necessarily reflected in the document;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and check cashing businesses. In connection with
lending operations, the company competes with other pawnshops (owned by
individuals and by large operators) and certain financial institutions, such as
consumer finance companies, which generally lend on an unsecured as well as on a
secured basis. The company's competitors in connection with its retail sales
include numerous retail and discount stores. In connection with its check
cashing operations, the company competes with banks, grocery stores, and other
check cashing companies. Many competitors have greater financial resources than
the company. These competitive conditions may adversely affect the company's
revenues, profitability and ability to expand.
Risks Related to Firearm Sales
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The company regularly engages in sales of firearms, leaving it open to the
risk of lawsuits from persons who may claim injury as a result of an improper
sale. No such claims have been asserted against the company
were made only as of the date hereof. The company does not maintain insurance covering potential risks
relatedof the applicable document or such other date or dates as may be specified in the document and are subject to more recent developments.
You may refer to the registration statement and the exhibits for more information about us and our securities. The registration statement and the exhibits are available at the SEC’s Public Reference Room or through its website.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read FirstCash’s SEC filings, including our annual, quarterly and current reports, proxy statements, this prospectus and other information, over the Internet at the SEC’s website at http://www.sec.gov. Our common stock is listed on the Nasdaq Global Select Market (Nasdaq: FCFS). General information about us, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, is available free of charge through our website at http://investors.firstcash.com as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus or our other SEC filings.
The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings made by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than any portions of the respective filings that are furnished, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) prior to the termination of the offering under this prospectus:
| • | our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022; |
| • | our Definitive Proxy Statement on Schedule 14A for our 2022 Annual Meeting of Stockholders, filed with the SEC on April 29, 2022; |
| • | our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 2, 2022 and for the quarter ended June 30 2022, filed with the SEC on August 1, 2022; |
| • | our Current Reports on Form 8-K, filed with the SEC on June 17, 2022 and August 31, 2022; |
| • | a description of our capital stock, included as Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022. |
You may request a copy of any or all of the information incorporated by reference into this prospectus (other than an exhibit to the filings unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address:
FirstCash Holdings, Inc.
1600 West 7th Street,
Fort Worth, TX 76102
(817) 335-1100
We believe that we own or otherwise have rights to the trademarks, copyrights and service marks, including those mentioned in this prospectus, used in conjunction with the marketing and sale of firearms.
Risks Related to Rightful Owner Claims
- --------------------------------------
In connection with pawnshops operated byour products and services. This prospectus includes trademarks, such as FirstCash, which are protected under applicable intellectual property laws and are our property and/or the company, there is the risk
that acquired merchandise may be subject to claimsproperty of rightful owners.
Historically, the company has not found these claims to have a material adverse
effect on results of operations,our subsidiaries. This prospectus also contains trademarks, service marks, copyrights and accordingly, the company does not maintain
insurance to cover the costs of returning merchandise to its rightful owners.
The company requires each customer obtaining a loan to provide appropriate
identification.
Year 2000 Issue
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The "Year 2000 Issue" is the result of computer programs that use two
digits instead of four to record the applicable year. Computer programs that
have date-sensitive software might recognize a date using "00" as the Year 1900
instead of the Year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including among other events,
a temporary inability to process transactions or engage in similar normal
business activities. The Year 2000 is a leap year, which may also lead to
incorrect calculations, functions or system failure. The Company has
established a committee to initiate the process of gathering, testing, and
producing information about the Company's operations systems impacted by the
Year 2000 transition. The Company intends to utilize both internal and external
resources to identify, correct or reprogram, and test systems for Year 2000
compliance. The Company intends to contact its significant suppliers to
determine the extent to which the Company may be vulnerable to those parties'
failure to remediate their own Year 2000 issues. There can be no guarantee that
the systemstrade names of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, whichor endorsement or sponsorship of us by, any other companies. Solely for convenience, our trademarks and tradenames referred to in this prospectus may appear without the Company's systems interface will
be timely converted,® or TM symbols, but such references are not intended to indicate, in any way, that a failure to convert by another company, or a
conversion that is incompatible with the Company's systems would not require the
Company to spend more time or money than anticipated, or even have a material
adverse effect on the Company. Although the Year 2000 assessment has not been
completed, management currently believes, based on available information, that
resolving these matterswe will not have a material adverse impact onassert, to the Company's
financial positionfullest extent under applicable law, our rights or it's resultsthe right of operations.
Forward-Looking Information
- ---------------------------
the applicable licensor to these trademarks and tradenames.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, contains certainany prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements that are "forward-looking
statements" withinabout the meaningbusiness, financial condition and prospects of Section 27A of the Securities ActFirstCash and Section
21E of the Exchange Act.its wholly owned subsidiaries. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans," or "anticipates"“believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy. Such statements include, but are not limited to, the
discussions of the company's operations, liquidity,strategy, objectives, estimates, guidance, expectations and capital resources.future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are includedinherently subject to risks and uncertainties. The forward-looking statements contained in the "Risk Factors" section of this prospectus, as well as inany prospectus supplement and the company's filings with the Securities Exchange
Commission pursuant to the Exchange Act, some of which aredocuments incorporated by reference herein. Althoughherein or therein include or may include, without limitation, statements related to the companyCompany’s expectations for its future performance and growth, the anticipated benefits of the AFF Acquisition, the anticipated impact of the transaction on the combined company’s business and future financial and operating results and the Company’s goals, plans and projections with respect to its operations, financial position and business strategy.
While the Company believes that the expectations reflected in forward-looking statements are reasonable, there can be no assurances that
such expectations will prove to be accurate. Generally, these statements relate
to business plans, strategies, anticipated strategies, levels of capital
expenditures, liquidity and anticipated capital funding needed to effect the
business plan. All phases of the company's operations are subject to a number
of uncertainties, risks and other influences, many of which are outside the
control of the company and cannot be predicted with any degree of accuracy.
Factors such as changes in regional or national economic conditions, changes in
governmental regulations, unforeseen litigation, changes in interest rates or
tax rates, significant changes in the prevailing market price of gold, future
business decisions and other uncertainties may cause results to differ
materially from those anticipated by some of the statements made in this
prospectus. In light of the significant uncertainties inherent in forward
looking statements, the inclusion of such statements should not be regarded as a
representation by the company or any other person that the objectives and plans
of the company will be achieved. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein. Such factors may include, without limitation, risks related to the AFF Acquisition, including the failure of the transaction to deliver the estimated value and benefits expected by the Company, the incurrence of unexpected future costs, liabilities or obligations as a result of the transaction, the effect of the transaction on the ability of the Company to retain and hire personnel and maintain relationships with retail partners, consumers and others with whom the Company and AFF do business; the ability of the Company to successfully integrate AFF’s operations; the ability of the Company to successfully implement its plans, forecasts and other expectations with respect to AFF’s business; risks associated with the Consumer Financial Protection Bureau (the “CFPB”) lawsuit filed against the Company, the putative shareholder securities class action lawsuit filed against the Company, the California private lawsuits filed against the Company in which the plaintiffs are seeking class certification, and subpoenas seeking information from the Company received from state regulators from time to time, including the incurrence of meaningful expenses, reputational damage, monetary damages and other penalties; risks related to the regulatory environment in which the Company operates; general economic risks, including the contributory effects of the COVID-19 pandemic and governmental responses that have been, and may in the future be, imposed in response to the pandemic;
potential changes in consumer behavior and shopping patterns which could impact demand for the Company’s pawn loan, retail, lease-to-own and retail finance products; labor shortages and increased labor costs; inflation; a deterioration in the economic conditions in the United States and Latin America which potentially could have an impact on discretionary consumer spending; currency fluctuations, primarily involving the Mexican peso and those other risks discussed and described in Part I, Item IA, “Risk Factors” of our Annual Report on Form 10-K filed with the SEC on February 28, 2022, and other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this prospectus, prospectus supplement and the documents incorporated by reference herein or therein speak only as of the date of this prospectus, and the companyCompany expressly disclaims any obligation or undertaking to releasereport any updates or revisions to any such statement to reflect any change in the company'sCompany’s expectations or any change in events, conditions or circumstancecircumstances on which any such statement is based.
USE OF PROCEEDS
---------------
Inbased, except as required by law.
The Company is the event that sharesleading operator of common stock,pawn stores in the resaleU.S. and Latin America, and following the AFF Acquisition, is a leading provider of whichtechnology-driven, retail point-of-sale (“POS”) payment solutions focused on serving credit-constrained consumers.
With the AFF Acquisition, the Company now operates two business lines: pawn operations and retail POS payment solutions. Its business lines are being
registered under the Securities Act hereunder, are issued upon exerciseorganized into three reportable segments. The U.S. pawn segment consists of all pawn operations in the U.S. and the Latin America pawn segment consists of all pawn operations in Mexico, Guatemala, Colombia and El Salvador. The retail POS payment solutions segment consists of AFF operations in the U.S. and Puerto Rico.
The Company’s primary business line continues to be the operation of retail pawn stores, also known as “pawnshops,” which focus on serving cash and credit-constrained consumers. Pawn stores help customers meet small short-term cash needs by providing non-recourse pawn loans and buying merchandise directly from customers. Personal property, such as jewelry, electronics, tools, appliances, sporting goods and musical instruments, is pledged and held as collateral for the pawn loans over the typical 30-day term of the warrants described herein, the company will receive as gross proceeds a
maximum of $19,206,531. The company will use any such proceeds for general
working capital. As there are no commitmentsloan. Pawn stores also generate retail sales primarily from the holdersmerchandise acquired through collateral forfeitures and over-the-counter purchases from customers.
The Company’s retail POS payment solutions business line consists solely of the warrants
to so exercise such securitiesoperations of AFF, which focuses on lease-to-own (“LTO”) products and purchase common stock, there can be no
assurance that any such warrants will be exercised.
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
---------------------------------------------
This prospectus relates to the resalefacilitating other retail financing payment options across a large network of common stock of First Cash
Financial Services, Inc. as follows: (i) 1,895,250 shares of common stock
underlying currently exercisable stock purchase warrants, (ii) 1,780,000 shares
of common stock currently outstanding,traditional and (iii) 155,000 shares of common stock
to be issued pursuant to outstanding acquisition obligations. The following
table sets forth certain information with respect to the registration of shares
of common stock. The company will receive up to $19,206,531 upon exercise of
the warrants, and will not receive any proceeds from the resale of currently
outstanding shares of common stock.
In connection with the Miraglia,completion of the AFF Acquisition, effective December 16, 2021, the Company completed a holding company reorganization creating a new holding company, FirstCash Holdings, Inc. acquisition, Blake Miraglia entered
into a three-year employment agreement with the company.
(9) The referenced Selling Shareholders acquired their shares from the company
inIn connection with the acquisition byreorganization, FirstCash Holdings, Inc. succeeded FirstCash, Inc. as the public company trading on Nasdaq under the ticker symbol “FCFS” and each outstanding share of One Iron Ventures,FirstCash, Inc. was converted into an equivalent corresponding share of common stock in FirstCash Holdings, Inc., an Illinois corporation, on December 14, 1998. These Selling
Shareholdershaving the same designations, rights, powers and preferences as the corresponding FirstCash, Inc. shares that were the shareholders of One Iron Ventures,converted. FirstCash, Inc. prior to the
acquisition by the company, and One Iron Ventures, Inc. becamenow operates as a wholly
ownedwholly-owned subsidiary of the companyFirstCash Holdings, Inc.
The Company’s principal executive offices are located at 1600 West 7th Street, Fort Worth, Texas 76102, and its telephone number is (817) 335-1100. The Company’s primary website address is www.firstcash.com. This website address is not intended to be an active link, and information on, or accessible through, our website is not incorporated by reference into this prospectus and you should not consider any information on, or that can be accessed from, our website as a resultpart of the acquisition.
(10) Mr. Barron is currently employed as president of the company's pawnshop
division, and is an affiliate of the company.
(11) Mr. Miraglia is currently employed as president of the company's check
cashing division and is an affiliate of the company.
(12) Mr. Burke is a director of the company, and is an affiliate of the company.
(13) Mr. Powell is currently employed as chief executive officer of the company,
and is chairman of the board of directors, and is an affiliate of the
company.
(14) Mr. Wessel is currently employed as president and chief financial officer
of the company, and is a director, and is an affiliate of the company.
(15) Mr. Williamson is currently employed as executive vice president, and is an
affiliate of the company.
(16) The referenced selling shareholder has an outstanding receivable from the
companythis prospectus or any accompanying prospectus supplement.
Investing in the amount of $310,700 related to the October 20, 1998 purchase
by the company of the assets of two pawnshops in El Paso, Texas from the
selling shareholder. This amount is payable one year from the date of
purchase in either cash, or the issuance of the company'sour common stock valued at the averageinvolves a high degree of the closing pricerisk. Before deciding to invest in shares of the company'sour common stock, foryou should carefully consider the thirty days immediately preceding the October 20, 1999 due date, at the
option of the company.
(17) The referenced selling shareholder has an outstanding receivable from the
companyrisk factors set forth under “Risk Factors” in the amount of $1,700,000 related to the November 16, 1998
purchase by the company of the assets of twelve pawnshops in South Carolina
from the selling shareholder. This amount is payable one year from the date
of purchase in either cash, or the issuance of the company's common stock
valued at the average of the closing price of the company's common stock for
the thirty days immediately preceding the November 16, 1999 due date, at the
option of the company.
(18) The referenced selling shareholder has an outstanding receivable from the
company in the amount of $320,147 related to the October 20, 1998 purchase
by the company of the assets of three pawnshops in El Paso, Texas from the
selling shareholder. This amount is payable one year from the date of
purchase in either cash, or the issuance of the company's common stock
valued at the average of the closing price of the company's common stock for
the thirty days immediately preceding the October 20, 1999 due date, at the
option of the company.
Pursuant to this prospectus, the Selling Stockholders, or by certain
pledgees, donees, transferees or other successors in interest to the Selling
Stockholders, may sell shares from time to time in transactions on the Nasdaq
Stock Market from time to time, in privately-negotiated transactions or by a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular broker-dealer might be in
excess of customary commissions).
Other methods by which the shares may be sold include, without limitation:
(i) transactions which involve cross or block trades or any other transaction
permitted by the Nasdaq Stock Market, (ii) "at the market" to or through market
makers or into an existing market for the common stock, (iii) in other ways not
involving market makers or established trading markets, including direct sales
to purchasers or sales effected through agents, (iv) through transactions in
options or swaps or other derivatives (whether exchange-listed or otherwise),
(v) through short sales, or (vi) any combination of any other such methods of
sale. The Selling Stockholders may also enter into option or other transaction
with broker-dealers which require the delivery to such broker-dealers of the
shares offered hereby which shares such broker-dealer may resell pursuant to
this prospectus. The Selling Shareholders may pledge shares as collateral for
margin accounts and such shares could be resold pursuant to the terms of such
accounts.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of shares hereunder may be deemed to be "underwriters" as that term is
defined under the Securities Act, and any commissions received by them and
profit on any resale of the shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act.
Pursuant to the registration rights agreements with the Selling
Stockholders, the company has agreed to indemnify the Selling Stockholders
against certain liabilities, including certain liabilities under the Securities
Act, or to contribute to payments such Selling Stockholders or underwriters are
required to make in respect of certain losses, claims, damages or liabilities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed by the company with the Commission are
incorporated in this prospectus by reference:
a) The company'sour Annual Report on Form 10-K for the fiscal year ended JulyDecember 31, 1998.
b) The company's definitive proxy statement for the January 14, 1999
annual meeting.
c) The Current Report on Form 8-K2021, filed by the company on September 22,
1998 to report the purchase of Miraglia, Inc., along with the financial statements of Miraglia, Inc. forSEC on February 28, 2022 (which document is incorporated by reference herein), as well as other risk factors described under the ten months ended May
31, 1998.
d) The company's registration statement on Form S-1 dated November 4,
1994.
e) The company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1998.
All financial statements includedcaption “Risk Factors” in the above-referencedany accompanying prospectus supplement and any documents we incorporate by reference into this prospectus, including all future filings should be
read in conjuctionwe make with the Risk Factors section of this prospectus.
All documents filed by the companySEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act afterbefore deciding to invest in our common stock. See “Incorporation By Reference” and “Where You Can Find More Information.” See also the information contained under the heading “Cautionary Note Regarding Forward-Looking Statements” above. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment in our common stock.
All shares of our common stock offered by this prospectus are being registered for the account of the Selling Stockholder. We will not receive any of the proceeds from the sale of these shares. We will, however, pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the Selling Stockholder. The Selling Stockholder will pay all underwriting discounts, brokerage fees and commissions and similar expenses in connection with the offer and sale of the shares by the Selling Stockholder pursuant to this prospectus.
On December 17, 2021, we issued 8,046,252 shares of our common stock to the Selling Stockholder in connection with, and as partial consideration for, the AFF Acquisition. We are registering the securities offered by this prospectus on behalf of the Selling Stockholder.
The Selling Stockholder may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock listed below that have been issued to them.
The table below sets forth the name of the Selling Stockholder and the number of shares of our common stock beneficially owned by the Selling Stockholder as of September 1, 2022.
The information set forth below is based on information provided by or on behalf of the Selling Stockholder prior to the date hereof. Information concerning the Selling Stockholder may change from time to time. The Selling Stockholder may from time to time offer and sell any or all of the securities under this prospectus. Because the Selling Stockholder is not obligated to sell the offered securities, we cannot state with certainty the amount of our common stock that the Selling Stockholder will hold upon consummation of any such sales. For purposes of this prospectus, “Selling Stockholder” includes the stockholder listed below and, pursuant to the Registration Rights Agreement (as defined below) any affiliate of the Selling Stockholder who later holds the shares of our common stock offered hereby.
For more information relating to our relationship with the Selling Stockholder, see “Certain Relationships and Related Party Transactions.”
| common stock | ||||||||||||||||
| Name of Selling Stockholder | Number of shares beneficially owned and offered hereby | Percentage of shares beneficially owned hereby(2) | Number of shares owned after completion of the offering(3) | Percent of shares beneficially owned after completion of the offering | ||||||||||||
AFF Services, Inc.(1) | 8,046,252 | 17.18 | % | 0 | — | |||||||||||
| (1) | The Douglas R. Rippel Revocable Trust holds all voting shares of common stock of AFF Services, Inc. and Mr. Douglas R. Rippel and Ms. Kimberly L. Rippel are the co-trustees of the Douglas R. Rippel Revocable Trust. |
| (2) | Calculated based on Rule 13d-3 under the Exchange Act, based on 46,821,585 shares outstanding as of September 1, 2022. |
| (3) | Assumes the sale of all shares of our common stock offered pursuant to this prospectus. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
AFF Acquisition
On December 17, 2021, we acquired AFF pursuant to that certain Business Combination Agreement, dated as of October 27, 2021 and as amended on December 6, 2021, by and among FirstCash, the Selling Stockholder, Douglas R. Rippel, AFF’s founder and executive chairman (“Rippel”) and the other parties thereto (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, we acquired all of the outstanding equity interests of AFF from the Selling Stockholder in exchange for a base purchase price consisting of the 8,046,252 shares of common stock being offered hereby and $406 million in cash, subject to certain adjustments including a net debt adjustment, and the right to receive a $25 million working capital payment payable at the end of 2022, and the right to receive up to an additional $300 million of consideration and $75 million of consideration, subject to the achievement by AFF of certain performance metrics and the performance of our common stock into the first quarter of 2023, respectively.
The foregoing description of the Business Combination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Business Combination Agreement and the first amendment thereto, which are filed herewith as Exhibits 2.1 and 2.2, and are incorporated herein by reference.
Board Designation
Pursuant to the Business Combination Agreement, Rippel was appointed to our board of directors effective on December 17, 2021 following the consummation of the AFF Acquisition. As a director, Rippel participates in the annual compensation package for non-employee directors in accordance with the Company’s non-employee director compensation program.
Registration Rights Agreement
On December 17, 2021, we entered into a Registration Rights Agreement with the Selling Stockholder and Rippel (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we have agreed to provide the Selling Stockholder certain registration rights with respect to the 8,046,252 shares of our common stock issued to the Selling Stockholder in connection with the AFF Acquisition. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations and rights of the Selling Stockholder to request underwritten offerings of the shares being offered hereby.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
We are registering the resale of 8,046,252 shares of our common stock by the Selling Stockholder. We will not receive any of the proceeds from the offering by the Selling Stockholder of our common stock. We will bear the fees and expenses incurred by us in connection with our obligation to register the shares of our common stock covered by this prospectus. If the shares of our common stock covered by this prospectus are sold through underwriters or broker-dealers, the Selling Stockholder will be responsible for underwriting discounts, brokerage fees, selling commissions and similar expenses or stock transfer taxes, as applicable.
The shares of our common stock covered by this prospectus may be offered and sold by the Selling Stockholder from time to time in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. These prices, as well as the timing, manner and size of each sale, will be determined by the Selling Stockholder or by agreement between the Selling Stockholder and underwriters, brokers or dealers who may receive fees or commissions in connection with such sale. Such sales may be effected by a variety of methods, including the following:
in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market;
directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
through trading plans entered into by the Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act;
in a block trade in which a broker-dealer will attempt to sell a block of our common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
through the settlement of short sales, in each case subject to compliance with the Securities Act and other applicable securities laws;
through one or more underwritten offerings on a firm commitment or best efforts basis, including purchases by underwriters, dealers and agents who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholder and/or the purchasers of our common stock for whom they may act as agent;
the pledge of our common stock for any loan or obligation, including pledges to brokers or dealers who may from time to time effect distributions of our common stock, and in the case of any collateral call or default on such loan or obligation, pledges or sales of our common stock by such pledgee or secured parties;
through an in-kind distribution by the Selling Stockholder to its shareholders (or their respective beneficiaries) or creditors;
an exchange distribution in accordance with the rules of the applicable exchange, if any;
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
broker-dealers may agree with the Selling Stockholder to sell a specified number of shares of our common stock at a stipulated price per security;
directly to one or more purchasers; or
in any combination of the above or by any other legally available means.
The Selling Stockholder may enter into sale, forward and derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with those sale, forward sale or derivative transactions, the third parties may sell securities covered by this prospectus, including in short sale transactions and by issuing securities that are not covered by this prospectus but are exchangeable for or represent beneficial interests in our common stock. The third parties also may use shares received under those sale, forward sale or derivative arrangements or shares pledged by the Selling Stockholder or borrowed from the Selling Stockholder or others to settle such third-party sales or to close out any related open borrowings of shares of our common stock.
The Selling Stockholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the offered securities or short and deliver the securities to close out such short positions. The Selling Stockholder may also enter into option or other transactions with broker-dealers which require the delivery of securities to the broker-dealer. The broker-dealer may then resell or otherwise transfer such securities pursuant to this prospectus. The Selling Stockholder also may loan or pledge shares, and the borrower or pledgee may sell or otherwise transfer the securities so loaned or pledged pursuant to this prospectus. The Selling Stockholder also may transfer, donate and pledge offered securities, in which case the transferees, donees, pledgees or other successors in interest may be deemed Selling Stockholder for purposes of this transaction.
To our knowledge, there are currently no plans, arrangements or understandings between the Selling Stockholder and any underwriter, broker-dealer or agent regarding the sale of shares of our common stock by the Selling Stockholder. The Selling Stockholder may decide to sell all or a portion of the shares of our common stock offered by it pursuant to this prospectus or may decide not to sell any securities under this prospectus. In addition, the Selling Stockholder may transfer sell, transfer or devise the securities by other means not described in this prospectus. Any shares of our common stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act (“Rule 144”) may be sold in accordance with Rule 144 rather than pursuant to this prospectus.
Underwriters, broker-dealers or agents participating in the distribution of the shares of our common stock covered by this prospectus are deemed to be “underwriters” within the meaning of the Securities Act. Selling Stockholders, including those who are affiliates of registered broker-dealers, may be deemed to be underwriters within the meaning of the Securities Act. Profits on the sale of securities by Selling Stockholder, and any commission received by any other underwriter, broker-dealer or agent, may be deemed to be underwriting commissions under the Securities Act. Selling Stockholders that are deemed to be underwriters are subject to statutory liabilities, including, but not limited to, those of Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
The Selling Stockholder and any other person participating in the distribution will be subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including, without limitation, Regulation M, which may limit the timing of purchases and sales by the Selling Stockholder and any other relevant person of any of the securities. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of securities to engage in market-making activities with respect to the securities being distributed. All of the above may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the securities.
To the extent required, the shares of our common stock to be sold, the names of the Selling Stockholder, the respective purchase prices and public offering prices, any specific plan of distribution, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
We will make copies of this prospectus, and beforeany applicable prospectus supplement, available to the terminationSelling Stockholder for the purpose of satisfying the prospectus delivery requirements of the offering coveredSecurities Act.
In order to comply with the securities laws of some states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless it has been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements is available and is complied with.
Pursuant to the Registration Rights Agreement, we have agreed to indemnify in certain circumstances the Selling Stockholder against certain liabilities under the Securities Act. The Selling Stockholder have agreed to indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act. The Selling Stockholder may indemnify any underwriter that participates in transactions involving the sale of shares of common stock against certain liabilities, including liabilities arising under the Securities Act.
The common stock of FirstCash Holdings, Inc. is listed on Nasdaq under the symbol “FCFS”. On September 1, 2022, the closing price of our common stock as reported on Nasdaq was $76.75 per share.
The validity of the shares of our common stock offered hereby will be deemedpassed upon for us by Alston & Bird LLP, Atlanta, Georgia. Any underwriters will be advised about legal matters by their own counsel, which will be named in a prospectus supplement to bethe extent required by law.
The consolidated financial statements of FirstCash Holdings, Inc. as of December 31, 2021 and 2020 and for the three years in the period ended December 31, 2021, incorporated by reference in this prospectus and to be a part hereof from the dateeffectiveness of filing
such documents. Any statement containedFirstCash Holdings Inc.’s internal control over financial reporting have been audited by RSM US LLP, an independent registered public accounting firm, as stated in a document incorporated or deemed to
betheir reports. Such financial statements are incorporated by reference in this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any subsequently filed document that also is or
is deemed to be incorporated by reference modifies or replaces such statement.
The company will provide, without charge upon oral or written request, to
each person to whom this prospectus 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, Suite 400,
Arlington, Texas 76011, attention: Rick Wessel.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or 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 prospectus.
AVAILABLE INFORMATION
---------------------
The company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements and other information
are available for inspection and copying at the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
common stock trades on the Nasdaq Stock Market under the symbol "FCFS".
Reports, proxy statements and other information concerning the company may be
inspected at the offices of the Nasdaq Stock Market located at 1735 K Street,
NW, Washington, DC 20006-1500.
The company has filed with the SEC in Washington, D.C. a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act
with respect to the securities offered by this prospectus. Certain of the
information contained in the Registration Statement is omitted from this
prospectus, and reference is hereby made to the Registration Statement and
exhibits and schedules relating thereto for further information with respect to
the company and the securities offered by this prospectus. Statements contained
herein concerning the provisions of any document are not necessarily complete
and in each instance reference is made to the copy of the document filed as an
exhibit or schedule to the Registration Statement. Each such statement is
qualified in its entirety by this reference. The Registration Statement and the
exhibits and schedules thereto are available for inspection at, and copies of
such materials may be obtained upon payment of the fees prescribed therefor by
the rules and regulations of the SEC, from the SEC, Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC
maintains a Web Site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC
and the address of the site is http://www.sec.gov.
SEC'S POSITION ON INDEMNIFICATION
---------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
LEGAL MATTERS
-------------
Certain matters in connection with the resale of the shares by the Selling
Shareholders will be passed upon by Brewer & Pritchard, P.C., Houston, Texas. A
shareholder of Brewer and Pritchard, P.C. owns 5,000 shares of common stock.
EXPERTS
-------
The financial statements as of July 31, 1997 and 1998 and for the years
then ended incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended July 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon the reportreports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of the companyAmerican First Finance Inc. and Subsidiary as of and for the yearyears ended JulyDecember 31, 19962020 and 2019 incorporated by reference in this prospectus by reference to the Annual Report on Form 10-K
for the year ended July 31, 1998 have been so incorporated by reference in reliance on the report of PricewaterhouseCoopersRSM US LLP, independent accountants,auditors, given on the authority of saidthat firm as experts in accountingauditing and auditing.
accounting.
8,046,252 Shares of common stock
FirstCash Holdings, Inc.
PROSPECTUS
The financial statementsdate of Miraglia, Inc. for the ten months ended May 31,
1998 incorporated in this prospectus by reference to the Current Report on Form
8-K filed by the Company on September 22, 1998 have been so incorporated in
reliance on the report of Tollefson & Clancey, independent accountants, given
upon their authority as experts in accounting and auditing.
is , 2022.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
Distribution.
The following table sets forth the estimatedfees and expenses to be incurredpayable by us in connection with the sale and distribution of the securities being registered. Theregistered hereby. None of the expenses shalllisted below are to be paidborne by the company.
Selling Stockholder named in the prospectus that forms a part of this registration statement. All amounts are estimates, except for the SEC registration fee:
SEC registration fee | $ | 57,627 | ||
Printing fees and expenses* | 10,000 | |||
Accounting fees and expenses* | 25,000 | |||
Legal fees and expenses* | 50,000 | |||
Miscellaneous fees and expenses* | 5,000 | |||
Total* | 147,627 |
| * | Except for |
Item 15. Indemnification of Directors and Officers
Article XOfficers.
Subsection (a) of Section 145 of the Certificate of Incorporation of the company provides for
indemnification of officers, directors, agents and employees of the company as
follows:
(a) EachDelaware General Corporation Law (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or is involvedcompleted action or suit by or in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafterthe right of the corporation to procure a "proceeding"),judgment in its favor by reason of the fact that hethe person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or she,settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of whom hethe corporation, except that no indemnification shall be made in respect of any claim, issue or shematter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the legal representative,
isCourt of Chancery or wassuch other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a corporation has been successful on the Corporationmerits or isotherwise in the defense of any action, suit or was serving at the
requestproceeding referred to in subsections (a) and (b) 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 agentSection 145, or in defense of any other capacity while serving as a director,
officer, employeeclaim, issue or agent or in any other capacity while serving as a director,
officer, employee or agent,matter therein, such person 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 liabilityexpenses (including attorneys’ fees) actually 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 therewiththerewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and suchthe indemnification provided for by Section 145 shall, unless otherwise
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provided when authorized or ratified, 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 hersuch person’s heirs, executors and administrators: provided, however,
that, except as provided in paragraph (b) hereof,administrators. Section 145 also empowers the Corporation shall
indemnifycorporation to purchase 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 ormaintain insurance 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 havewho is 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 anywas a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such expense, liabilityperson and incurred by such person in any such capacity or loss,arising out of his status as such, whether or not the Corporationcorporation would have the power to indemnify such person against such expense, liability or lossliabilities under the
law.
The foregoing discussionSection 145.
In accordance with Section 102(b)(7) of the company'sDGCL, our Certificate of Incorporation andprovides that our directors will not be personally liable to the Company or its stockholders for monetary damages resulting from breach of their fiduciary duties. However, nothing contained in such provision will eliminate or limit the liability of directors (1) for any breach of the Delaware General Corporation Lawdirector’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (3) under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit.
Our Bylaws provide for indemnification of the officers and directors to the fullest extent permitted by applicable law.
In addition, we have entered into agreements to indemnify our directors and executive officers containing provisions which are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant to the Registration Rights Agreement, we have agreed to indemnify in certain circumstances the Selling Stockholder against certain liabilities under the Securities Act. The Selling Stockholder have agreed to indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act. The Selling Stockholder may indemnify any underwriter that participates in transactions involving the sale of shares of common stock against certain liabilities, including liabilities arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act is not intendedpermitted to be exhaustiveour directors and officers pursuant to the above-described provisions, we understand that the SEC is qualifiedof the opinion that such indemnification contravenes federal public policy as expressed in its entirety by such Certificate of Incorporationsaid act and Statutes,
respectively.
therefore is unenforceable.
Item 16. Exhibits
3.1(1) Amended and Restated Certificate of Incorporation
5.1(1) Opinion of Brewer and Pritchard, PC
10.61(1) Acquisition Agreement for twelve pawnshops in South Carolina
10.62(1) Acquisition Agreement for One Iron Ventures, Inc.
10.63(1) First Cash Financial Services, Inc. 1999 Stock Option Plan
23.1(1) Consents of Deloitte & Touche LLP, PricewaterhouseCoopers LLP, and
Tollefson & Clancey, independent public accountants.
23.2(1) Consent of Brewer and Pritchard PC (contained in Exhibit 5.1)
- ---------------
(1) Filed herein.
Exhibits.
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| y | To be filed by amendment or by a report filed under the Exchange Act and incorporated herein by reference. |
| * | Indicates documents filed herewith. |
Item 17. Undertakings
a) Undertakings.
The undersigned registrantRegistrant hereby undertakes:
1)
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
i)registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
ii)
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statementregistration 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.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 andend of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percenta 20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement.
iii)statement;
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(iii) To include any material information with respect to the plan of distribution nornot previously disclosed in the Registration Statementregistration statement or any material change to such information in the Registration
Statement; registration statement;
provided, however, that paragraphs (a) (1) (I)subparagraphs (i), (ii) and (a)
(1) (II)(iii) above do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a post
effectivepost-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the CommissionSEC by the registrantRegistrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by the reference in the Registration Statement;
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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,
(4) That, for purposesthe purpose of determining any liability under the Securities Act each filingto any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registrant's annual reportregistration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 13 (a) or 15 (d)10(a) of the ExchangeSecurities Act (and, where applicable, each filingshall be deemed to be part of an employee benefit plan's annual
report pursuant to Section 15 (d)and included in the registration statement as of the Exchange Act)earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is incorporated by
reference in the Registration Statementat that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities offered therein,in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) 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 Section 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act naymay be permitted to directors, officers and controlling persons of the registrantRegistrant pursuant to the foregoing provisions of Item 15 above, or otherwise, the registrantRegistrant has been advised that in the opinion of the CommissionSEC 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 registrantRegistrant 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 registrantRegistrant 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.
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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-3 and has duly caused this Registration
Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized,authorized.
| FIRSTCASH HOLDINGS, INC | ||||||
| By: | /s/ Rick L. Wessel | |||||
| Rick L. Wessel | ||||||
| Chief Executive Officer | ||||||
Dated: September 2, 2022 | ||||||
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POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rick L. Wessel and R. Douglas Orr and each of them his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments (including registration statements pursuant to Rule 462(b)), and to file the Citysame, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of Arlington, Texas, on January 22, 1999.
FIRST CASH FINANCIAL SERVICES, INC.
-----------------------------------
/s/ PHILLIP E. POWELL
-------------------------------------------
Phillip E. Powell, Chief Executive Officer
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,1933, this reportregistration statement has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ PHILLIP E. POWELL Chairman of the Board and January 22, 1999
------------------------ Chief Executive Officer
Phillip E. Powell
/s/ RICK L. WESSEL President, Chief Financial January 22, 1999
------------------------ Officer, Secretary,
Rick L. Wessel Treasurer and Principal
Accounting Officer
/s/ JOE R. LOVE Director January 22, 1999
------------------------
Joe R. Love
/s/ RICHARD T. BURKE Director January 22, 1999
------------------------
Richard T. Burke
| Signature | Title | Date | ||
/s/ Rick L. Wessel Rick L. Wessel | Chief Executive Officer and Director (Principal Executive Officer) | September 2, 2022 | ||
/s/ R. Douglas Orr R. Douglas Orr | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | September 2, 2022 | ||
/s/ Daniel R. Feehan Daniel R. Feehan | Chairman of the Board of Directors | September 2, 2022 | ||
/s/ Daniel E. Berce Daniel E. Berce | Director | September 2, 2022 | ||
/s/ Mikel D. Faulkner Mikel D. Faulkner | Director | September 2, 2022 | ||
/s/ Paula K. Garrett Paula K. Garrett | Director | September 2, 2022 | ||
/s/ James H. Graves James H. Graves | Director | September 2, 2022 | ||
/s/ Randel G, Owen Randel G, Owen | Director | September 2, 2022 | ||
/s/ Douglas R. Rippel Douglas R. Rippel | Director | September 2, 2022 | ||
/s/ Marthea Davis Marthea Davis | Director | September 2, 2022 | ||
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