As filed with the Securities and Exchange Commission on July 8, 2003
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
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 [X].
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. [ ]
CALCULATION☐
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 Securities 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 FEE
================================================================================
Title of Each Class Proposed Proposed Maximum
of Securities Amount Maximum Aggregate Amount of
To Be Being Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------
Resale of Common Stock
Underlying Warrants 815,000 $14.45 $11,776,750 $953
- --------------------------------------------------------------------------------
TOTAL $11,776,750 $953
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(1) Estimated solely for the purpose of calculatingSTATEMENT 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 July
3, 2003, or $14.45 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.
Subject to completion, dated July 8, 2003
PROSPECTUS
FIRST CASH FINANCIAL SERVICES, INC.
815,000 SHARES OF COMMON STOCK
This prospectus relates to the resale from time to time of up to 815,000an 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., underlying currently
exercisablea Delaware corporation (the “Selling Stockholder”). The shares of our common stock purchase warrants.
Thebeing offered by the Selling Stockholder were issued to the Selling Stockholder in connection with, and as partial consideration for, our acquisition of American First Finance Inc. (“AFF”) on December 17, 2021 (the “AFF Acquisition”). We are not selling stockholders may offer their shares through public or
private transactions, at prevailing market prices, or at privately
negotiated prices. See "Plan of Distribution". Weany securities under this prospectus and will not receive any of the proceeds from the sale of our common stock by the selling stockholders, butSelling Stockholder.
The Selling Stockholder may receive up to $7,300,625 uponsell the exerciseshares of our common stock included in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell the shares in the section entitled “Plan of Distribution.” The Selling Stockholder will pay all underwriting discounts, brokerage fees and commissions and similar expenses in connection with the offer and sale of the warrants.
shares by the Selling Stockholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the Securities Act the offer and resale of the shares included in this prospectus by the Selling Stockholder. See “Plan of Distribution.”
Our common stock is tradedlisted on the Nasdaq NationalGlobal Select Market (“Nasdaq”) under the symbol "FCFS."“FCFS”. On July 3, 2003,September 1, 2022, the last saleclosing price of our common stock on Nasdaq was $14.65$76.75 per share. Applicable rules of Nasdaq may limit our ability to declare dividends payable in kind absent stockholder approval.
Investing in our common stock involves risks.risk. You should carefully consider all of the risksinformation set forth in this prospectus, including the risk factors set forth under “Risk Factors” in our Annual Report on Form 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 have described under the caption "Risk Factors"
beginning on page 2incorporate by reference herein or therein, before deciding whether to invest in our common stock. See “Incorporation by Reference”.
Neither the Securities and Exchange CommissionSEC 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 _______, 2003
Prospectus
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This prospectus is part of a registration statement on Form S-3 that we filed with the SEC 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 information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Stockholder have authorized anyone to provide you with different information. Neither we nor the Selling Stockholder have authorized anyone to provide you with any information or to make any representations other than those contained in this 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 can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus 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 the information we have included in the registration statement and the accompanying exhibits. Statements that we make in this prospectus about the content of any contract, agreement or other document are not necessarily complete. With respect to each document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matter 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 parties to the applicable document. These representations and warranties have been made solely for the benefit of the other parties to the applicable document and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the 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
were made only as of the date of 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 our 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 property of our subsidiaries. This prospectus also contains trademarks, service marks, copyrights and trade 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, or 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 ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and tradenames.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated by reference herein or therein contain forward-looking statements about the business, financial condition and prospects of FirstCash and 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,” “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, objectives, estimates, guidance, expectations and 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 inherently subject to risks and uncertainties. The forward-looking statements contained in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein include or may include, without limitation, statements related to the Company’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 ....................................... 1
Risk Factors................................... 2
Usebelieves the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. 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 Proceeds................................ 6
Descriptionthe transaction to deliver the estimated value and benefits expected by the Company, the incurrence of Securities...................... 7
Planunexpected future costs, liabilities or obligations as a result of Distributionthe transaction, the effect of the transaction on the ability of the Company to retain and Selling Stockholders.. 9
Incorporationhire personnel and maintain relationships with retail partners, consumers and others with whom the Company and AFF do business; the ability of Certain Documents By Reference 11
Available Information.......................... 12
SEC's Positionthe 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 Indemnification.............. 12
Legal Matters.................................. 12
Experts........................................ 12
THE COMPANY
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First Cash Financial Services, Inc.
The Company is the leading operator of pawn stores in the U.S. and Latin America, and following the AFF Acquisition, is a leading provider of specialty
consumer finance products.technology-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 organized into three reportable segments. The Company currently owns and operates 211
pawnshops and check cashing/short-term loan stores in eleven U.S. states and
Mexico.
The Company is the third largest publicly traded pawnshop operatorpawn segment consists of all pawn operations in the United StatesU.S. and currently has 145the 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, in Texas, Oklahoma,
South Carolina, Washington, D.C., Maryland, Missouri, Virginiaalso known as “pawnshops,” which focus on serving cash and Mexico.
The Company's pawnshops engage in both consumer financecredit-constrained consumers. Pawn stores help customers meet small short-term cash needs by providing non-recourse pawn loans and retail sales
activities. They provide a convenient source for consumer loans, lending
money against pledged tangible personalbuying merchandise directly from customers. Personal property, such as jewelry, electronic
equipment,electronics, tools, firearms,appliances, sporting goods and musical equipment. Theseinstruments, is pledged and held as collateral for the pawn loans over the typical 30-day term of the loan. Pawn stores also function as retailers of previously-ownedgenerate retail sales primarily from the merchandise acquired in forfeited pawn transactionsthrough collateral forfeitures and over-the-counter purchases from customers.
The pawnshopsCompany’s retail POS payment solutions business line consists solely of the operations of AFF, which focuses on lease-to-own (“LTO”) products and facilitating other retail financing payment options across a large network of traditional and e-commerce merchant partners in certain markets also offer short-term advances
as an additional loan product.
The Company also currently owns 66 check cashing/short-term advance
storesall 50 states in Texas, California,the U.S., the District of Columbia Illinois, Oregon,
South Carolina and Washington. These storesPuerto Rico. AFF’s retail partners provide a broad rangeconsumer goods and services to their customers and use AFF’s LTO and retail finance solutions to facilitate payments on such transactions.
In connection with the completion of consumer financial services, including check cashing, short-term advances,
money order sales, wire transfers and bill payment services. In addition,the AFF Acquisition, effective December 16, 2021, the Company iscompleted a 50% partnerholding company reorganization creating a new holding company, FirstCash Holdings, Inc. In connection with the reorganization, FirstCash Holdings, Inc. succeeded FirstCash, Inc. as the public company trading on Nasdaq under the ticker symbol “FCFS” and each outstanding share of FirstCash, Inc. was converted into an equivalent corresponding share of common stock in Cash & Go, Ltd.FirstCash Holdings, Inc., a Texas limited
partnership, that currently owns and operates 41 financial services kiosks
located inside convenience stores in the Texas market.
The pawnshop industry, while mature, remains highly fragmented with
approximately 15,000 stores in the United States. According to the
investment banking firm Stephens, Inc. the three largest publicly traded
pawnshop companies operate approximately 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 utilizing modern
merchandising techniques, point of-sale systems, improved inventory
management and store remodeling.
The short-term advance industry is less fragmented than the pawnshop
industry, but growing at a faster rate. Stephens, Inc. reports that the
three largest operators control approximately one-quarter of the short-term
advance market. Athaving the same according to Stephens,designations, rights, powers and preferences as the corresponding FirstCash, Inc., the number of
short-term advance transactions is estimated to be growing nationwide at a
rate of 15% to 20% per year. Despite concentration of major competitors in
the short-term advance market, management believes shares that there are
significant opportunities for growth, especially in certain states with
large, underserved populations.
The Company's objectives are to increase consumer pawn loans, short-
term advance loans and retail sales through new store openings in
strategically selected regions and to continue to enhance operating
efficiencies and productivity in its existing stores. During fiscal 2001 and
2002, the Company opened 18 and 38 stores, respectively. The Company closed
a total of 14 stores during fiscal 2001 and 2002. During fiscal 2002, the
Company's revenues were derived 48% from retail merchandise sales, 49% from
lending activities and 3% from other sources, primarily check-cashing fees.
The Company was formedconverted. FirstCash, Inc. now operates 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,subsidiary of FirstCash Holdings, Inc., WR Financial, Inc., Famous
Pawn, Inc., JB Pawn, Inc., Cash & Go, Inc., Capital Pawnbrokers, Inc.,
Silver Hill Pawn, Inc., One Iron Ventures, Inc., Elegant Floors, Inc., First
Cash S.A. de C.V., American Loan Employee Services, S.A. de C.V., First
Cash, Ltd., First Cash Corp, First Cash Management, LLC, and First Cash,
Inc. In addition, the Company owns 50% Cash & Go, Ltd, a Texas limited
partnership, which it accounts for using the equity method.
The Company is
evaluating the applicability of FASB Interpretation No. 46, Consolidation of
Variable Interest Entities _ An Interpretation of ARB No. 51, which is a
recent accounting pronouncement that addresses consolidation by business
enterprises of certain variable interest entities. If required, the
potential consolidation of Cash & Go, Ltd., of which the Company owns a 50%
interest, would become effective during the fiscal quarter ending September
30, 2003.
The Company'sCompany’s principal executive offices are located at 690 East Lamar
Blvd., Suite 400, Arlington,1600 West 7th Street, Fort Worth, Texas 76011,76102, and its telephone number is (817) 460-3947.
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 part of this prospectus or any accompanying prospectus supplement.
Investing in our common stock involves a high degree of risk. Before deciding to invest in shares of our common stock, you should carefully consider the risksrisk factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022 (which document is incorporated by reference herein), as well as other risk factors described belowunder the caption “Risk Factors” in any accompanying prospectus supplement and any documents we incorporate by reference into this prospectus, including all future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before making
an investment decision. The risks described below are notdeciding to invest in our common stock. See “Incorporation By Reference” and “Where You Can Find More Information.” See also the only ones
facinginformation contained under the Company. Additional risks not presently known to us, or that we
currently deem immaterial, may also impair our business operations.
Our business, financial condition or results of operations could be
materially adversely affected by any of these risks.heading “Cautionary Note Regarding Forward-Looking Statements” above. The trading price of theour common stock could decline due to any of these risks, and you may lose all or part of your investment.
Thisinvestment in our common stock.
All shares of our common stock offered by this prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, includingare being registered for the risks faced by us described below and elsewhere in
this prospectus.
Management of Growth
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The successaccount of the Company's growth strategy is dependent, in part,
upon the ability to select advantageous locations, negotiate favorable
leases, maintain adequate financial controls and reporting systems, 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. There can be no assurance that the
CompanySelling Stockholder. We will be able to successfully establish profitable new locations or
manage a larger operation.
Access to Credit
----------------
The Company maintains a long-term line of credit with a group of
commercial lenders. The current credit facility provides a $30 million
long-term line of credit that matures on August 9, 2005 and bears interest
at the prevailing LIBOR rate plus an applicable margin based upon a defined
leverage ratio for the Company. Under the termsnot receive any of the current credit
facility, the Company is required to maintain certain financial ratios and
comply with certain covenants. The purpose of the credit facility is to
provide the working capital necessary to support the Company's lending and
retail activities. Failure of the Company to maintain or renew the current
credit facility upon its maturity at comparable terms and rates may
adversely affect the Company's revenues, profitability and its ability to
expand.
Statutory Restrictions on Opening New Stores
--------------------------------------------
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 minimum distances between new or relocated pawn licenses. 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.
Availability of Qualified Store Management Personnel
----------------------------------------------------
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
---------------------------
The success of the Company is dependent upon, among other things, the
services of Phillip E. Powell, chairman of the board and chief executive
officer, Rick L. Wessel, president, and Alan Barron, chief operating
officer. The Company has entered into employment agreements with Messrs.
Powell, Wessel and Barron. The loss of the services of any of these three
officers could have a material adverse effect on the Company.
Governmental Regulation
-----------------------
General
The Company is subject to extensive regulation in most jurisdictions in
which it operates, including jurisdictions that regulate pawn lending,
short-term advance fees and check cashing fees. The Company's pawnshop and
short-term advance operations in the United States are subject to, and must
comply with, extensive regulation, supervision and licensingproceeds from various
federal, state and local statutes, ordinances and regulations. These
statutes prescribe, among other things, service charges and interest rates
that may be charged. These regulatory agencies have broad discretionary
authority. The Company is also subject to federal and state regulation
relating to the reporting and recording of certain currency transactions.
The Company's pawnshop operations in Mexico are also subject to, and must
comply with, general business, tax and consumer protection regulations from
various federal, state and local governmental agencies in Mexico. There can
be no assurance that additional state or federal statutes or regulations in
either the United States or Mexico will not be enacted or that existing laws
and regulations will not be amended at some future date which could inhibit
the ability of the Company to expand, significantly decrease the service
charges for lending money, or prohibit or more stringently regulate the sale of certain goods,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 which could cause a significant adverse effect on
the Company's future prospects.
State Regulations
The Company operates in seven statesshares of common stock listed below that have licensing and/or fee
regulations on pawns, including Texas, Oklahoma, Maryland, Virginia, South
Carolina, Washington, D.C., and Missouri. been issued to them.
The Company is licensed in eachtable below sets forth the name of the states in which a license is currently required for it to operate as
a pawnbroker. The Company's fee structures are at or below the applicable
rate ceilings adopted by each of these states. In addition, the Company is
in compliance with the net asset requirements in states where it is required
to maintain certain levels of liquid assets for each pawn store it operates
in the applicable state.
The Company also operates in states that have licensing, and/or fee
regulations on check cashing and short-term advances, including California,
Washington, Missouri, South Carolina, Oregon, Illinois and Washington, D.C.
The Company is licensed in each of the states in which a license is
currently required for it to operate as a check casher and/or short-term
lender. In addition, in some jurisdictions, check cashing companies or
money transmission agents are required to meet minimum bonding or capital
requirements and are subject to record-keeping requirements.
In Texas, which does not have favorable short-term lending laws, the
Company has entered into an agreement with County Bank of Rehoboth Beach,
Delaware, a federally insured state of Delaware chartered financial
institution, to act as a loan servicer within the state of Texas for County
Bank. As compensation for the Company acting as County Bank's loan
servicer, the Company is entitled to purchase a participation in the loans
made by County Bank. The Company's ability to continue to maintain its
current relationship with County Bank and to continue to service County Bank
loans within the state of Texas is subject to County Bank's ability to
continue to export its loan product to the state of Texas. There can be no
assurance that County Bank will be able to continue to export its loan
product to the state of TexasSelling Stockholder and the bank's failure to do so could have a
materially adverse impactnumber 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 the Company's operations and financial
condition.
Federal Regulations
The U.S. Office of Comptroller of the Currency has recently initiated
enforcement actions to restrict the ability of nationally chartered banks to
establish or maintain relationships with loan servicers in order to make
out-of-state short-term advance loans. The Company does not currently
maintain nor intend in the future to establish loan-servicing relationships
with nationally chartered banks. The Federal Deposit Insurance Corporation
("FDIC"), which regulates the ability of state chartered banks to enter into
relationships with loan servicers, has recently issued examiner guidelines
under which such arrangements are permitted. Texas is the only state in
which the Company functions as loan servicer through a relationship with a
state chartered bank, County Bank of Rehoboth Beach, Delaware, that is
subject to the FDIC examiner guidelines. The effect of the new guidelines
on the Company's ability to offer short-term advances in Texas under its
current loan servicing arrangement with County Bank is unknown at this time.
If the FDIC's new guidelines ultimately restrict the ability of state banks
to maintain relationships with loans servicers, it could have a materially
adverse impact on the Company's operations and financial condition.
Under the Bank Secrecy Act regulations of the U.S. Department of the
Treasury (the "Treasury Department"), transactions involving currency in an
amount greater than $10,000 or the purchase of monetary instruments for cash
in amounts from $3,000 to $10,000 must be recorded. In general, every
financial institution, including the Company, must report each deposit,
withdrawal, exchange of currency or other payment or transfer, whether by,
through or to the financial institution, that involves currency in an amount
greater than $10,000. In addition, multiple currency transactions must be
treated as single transactions if the financial institution has knowledge
that the transactions areinformation provided by or on behalf of any person and result in
either cash in or cash out totaling more than $10,000 during any one
business day.
The Money Laundering Suppression Act of 1994 added a sectionthe Selling Stockholder prior to the Bank Secrecy Act requiringdate hereof. Information concerning the registration of "money services businesses,"
like the Company, that engage in check-cashing, currency exchange, money
transmission,Selling Stockholder may change from time to time. The Selling Stockholder may from time to time offer and sell any or the issuance or redemption of money orders, traveler's
checks, and similar instruments. The purposeall of the registrationsecurities under this prospectus. Because the Selling Stockholder is not obligated to enable governmental authoritiessell 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 better enforce laws prohibiting money
laundering and other illegal activities. The regulations require money
services businessesthe 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 registerour relationship with the Treasury Department,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 filingand 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 formbase 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 adoptedcomplete and is subject to, and qualified in its entirety by, the Financial Crimes Enforcement Networkfull text of the Treasury Department ("FinCEN"),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 31, 2001 and to re-register at
least every two years thereafter. The regulations also require that a money
services business maintain a list of names and addresses of, and other
information about, its agents and that17, 2021 following the list be made available to any
requesting law enforcement agency (through FinCEN). That agent list must be
updated at least annually.
In March 2000, FinCEN adopted additional regulations, implementing the
Bank Secrecy Act that is also addressed to money services businesses. In
pertinent part, those regulations will require money services businesses
like the Company to report suspicious transactions involving at least $2,000
to FinCEN. The regulations generally describe three classes of reportable
suspicious transactions _ one or more related transactions that the money
services business knows, suspects, or has reason to suspect (1) involve
funds derived from illegal activity or are intended to hide or disguise such
funds, (2) are designed to evade the requirementsconsummation of the Bank Secrecy Act,
or (3) appear to serve no business or lawful purpose.
Under the USA PATRIOT Act passed by Congress in 2001, the Company is
required to maintain an anti-money laundering compliance program. The
program must include (1) the development of internal policies, procedures
and controls; (2) the designation ofAFF Acquisition. As a compliance officer; (3) an ongoing
employee training program; and (4) an independent audit function to test the
program. The United States Department of Treasury is expected to issue
regulations specifying the appropriate features and elements of the anti-
money laundering compliance programs for the pawnbrokering and short-term
advance industries.
The Gramm-Leach-Bliley Act and its implementing federal regulations
require the Company to generally protect the confidentiality of its
customers' nonpublic personal information and to disclose to its customers
its privacy policy and practices, including those regarding sharing
the customers' nonpublic personal information with third parties. Such
disclosure must be made to customers at the time the customer relationship
is established, at least annually thereafter, and if there is a changedirector, Rippel participates in the Company's privacy policy.
Withannual 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 firearms sales, the Company must comply with the
regulations promulgated by the Department8,046,252 shares of the Treasury-Bureau of Alcohol,
Tobacco and Firearms, which requires firearms dealers to maintain a
permanent written record of all firearms that it receives or sells. The
Company does not currently sell handgunsour common stock issued to the public.
Proposed Regulations
Governmental action to prohibit or restrict short-term advances has
been advocated over the past few years by consumer advocacy groups and by
media reports and stories. The consumer groups and media stories typically
focus on the cost to a consumer for that type of short-term advance, which
is higher than the interest typically charged by credit-card issuers to a
more creditworthy consumer. The consumer groups and media stories typically
characterize short-term advance activities as abusive toward consumers.
During the last few years, legislation has been introduced in the United
States Congress and in certain state legislatures, and regulatory
authorities have proposed or publicly addressed the possibility of proposing
regulations, that would prohibit or restrict short-term advances.
Legislation and regulatory action at the state level that affects
consumer lending has recently become effective in a few states and may be
taken in other states. The Company intends to continue, with others in the
short-term advance industry, to oppose legislative or regulatory action that
would prohibit or restrict short-term advances. But if legislative or
regulatory action with that effect were taken on the federal level or in
states such as Texas, in which the Company has a significant number of
stores, that action could have a material adverse effect on the Company's
short-term advance-related activities and revenues. There can be no
assurance that additional local, state, or federal legislation will not be
enacted or that existing laws and regulations will not be amended, which
would materially, adversely impact the Company's operations and financial
condition..
Competition
-----------
The Company encounters significant competitionSelling Stockholder in connection with the operationAFF Acquisition. The Registration Rights Agreement contains customary terms and conditions, including certain customary indemnification obligations and rights of both its pawnshop and check cashing/short-term advance
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. Selling Stockholder to request underwritten offerings of the shares being offered hereby.
The Company's
competitors in connection with its retail sales include numerous retail and
discount stores. In connection with its check cashing/short-term advance
operations, the Company competes with large payday advance operators, 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 Rightful Owner Claims
--------------------------------------
In connection with pawnshops operated by the Company, there is the risk
that acquired merchandise may be subject to claims of rightful owners.
Historically, the Company has not found these claims to have a material
adverse effect on results of operations, 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. Under some municipal ordinances, pawn
stores must provide the police department having jurisdiction copies of all
daily transactions involving pawns and over-the-counter purchases. These
daily transaction reports are designed to provide the local police with a
detailedforegoing description of the goods involved including serial numbers, if any,Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the name and addressfull text of the owner obtained from a valid identification
card. If these ordinancesRegistration Rights Agreement, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
We are applicable, a copyregistering the resale of the transaction ticket
is provided to local law enforcement agencies for processing8,046,252 shares of our common stock by the National
Crime Investigative Computer to determine rightful ownership. Goods held to
secure pawns or goods purchased which are determined to belong to an owner
other than the borrower or seller are subject to recovery by the rightful
owners.
Market Risks
------------
Market risks relating to the Company's operations result primarily from
changes in interest rates, foreign exchange rates, and gold prices. The
Company does not engage in speculative or leveraged transactions, nor does
it hold or issue financial instruments for trading purposes.
Interest Rate Risk
The Company is exposed to market risk in the form of interest rate
risk. At December 31, 2002, the Company had $28 million outstanding under
its revolving line of credit. This revolving line is priced with a variable
rate based on LIBOR or a base rate, plus an applicable margin based on a
defined leverage ratio for the Company. Based on the average outstanding
indebtedness during the year ended December 31, 2002, a 10% increase in
interest rates would have increased the Company's interest expense by
approximately $2,692,000 for the year ended December 31, 2002. At March
31, 2003, the Company had $17 million outstanding under its revolving line
of credit.
Foreign Currency Risk
Most of the Company's pawn loans in Mexico are contracted and valued in
U.S. dollars and therefore the Company bears limited exchange risk from its
operations in Mexico. The Company maintained certain peso denominated bank
balances at March 31, 2003, which converted to a US dollar equivalent of
$35,000.
Gold Price Risk
A significant and sustained decline in the price of gold would
negatively impact the value of jewelry inventories held by the Company and
the value of jewelry pledged as collateral by pawn customers. As a result,
the Company's profit margins on existing jewelry inventories would be
negatively impacted, as would be the potential profit margins on jewelry
currently pledged as collateral by pawn customers in the event it is
forfeited by the pawn customer. In addition, a decline in gold prices could
result in a lower balance of pawn loans outstanding for the Company as
customers would receive lower loan amounts for individual pieces of jewelry.
The Company believes that many customers would be willing to add additional
items of value to their pledge in order to obtain the desired loan amount,
thus mitigating a portion of this risk.
FORWARD-LOOKING STATEMENTS
--------------------------
This prospectus contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. Forward-looking statements can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "projects," "estimates," "will," "should," "plans," or
"anticipates" 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, and capital resources. Forward-looking statements are
included in the "Risk Factors" section of this prospectus, as well as in the
Company's filings with the Securities and Exchange Commission pursuant to
the Exchange Act, some of which are incorporated by reference herein.
Although 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, the
ability to maintain favorable third-party bank relationships as it relates
to providing short-term lending products in certain markets, 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. The forward-looking statements contained this
prospectus speak only as of the date of this prospectus and the Company
expressly disclaims any obligation or undertaking to release any updates or
revisions to any such statement to reflect any change in the Company's
expectations or any change in events, conditions or circumstance on which
any such statement is based.
USE OF PROCEEDS
---------------Selling Stockholder. We will not receive any of the proceeds from the saleoffering 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 stockholders under this prospectus, although the sale of shares
issuable upon a cash exercise of the warrants will be preceded by the
payment to us of the warrant exercise price. The maximum gross proceeds
that we might receive upon exercise of the warrants is approximately
$7,300,625. We intend to use any such proceeds for general working capital.
There can be no assurance, however, that the warrants will be exercised for
cash, or at all.
DESCRIPTION OF SECURITIES
-------------------------
Common Stock
The Company is authorized to issue 20,000,000 shares of Common Stock,
par value $.0l per share. As of July 3, 2003, there were 8,959,187 shares
of Common Stock issued and outstanding that were held of record by
approximately 67 shareholders. We have reserved for issuance an aggregate
of 4,087,848 shares of Common Stock underlying the Company's stock option
plans and currently outstanding stock purchase warrants.
Holders of Common Stock are entitled, among other things, to one vote
per share on each matter submitted to a vote of stockholders and, in the
event of liquidation, to share ratably in the distribution of assets
remaining after payment of liabilities. Holders of Common Stock have no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders
of Common Stock have no preemptive or other rights to subscribe for shares.
Holders of Common Stock are entitled to such dividends as may be declared by
the Board of Directors out of funds legally available therefor.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred
stock,Selling Stockholder from time to time in series and with respect to each series to
determine (i) the number of shares constituting such series, (ii) the
dividend rate on the shares of each series, (iii) whether such dividends
shall be cumulative and the relation of such dividends payable on any other
classone or series of stock, (iv) whether the shares of each series shall be
redeemable and the terms thereof, (v) whether the shares shall be
convertible into Common Stock and the terms thereof, (vi) the amount per
share payable on each series or other rights of holders of such shares on
liquidation or dissolution of the Company, (vii) the voting rights, if any,
of shares of each series and (viii) generally, any other designations,
powers, preferences, rights and privileges consistent with the certificate
of incorporation for each series and any qualifications, limitations or
restrictions.
It is not possible to state the actual effect of the issuance of
preferred stock upon the rights of holders of Common Stock until the Board
of Directors determines the specific rights of the holders of a series of
preferred stock.
However, such effects might include, among other things, restricting
dividends on Common Stock, diluting the voting power of Common Stock,
impairing the liquidation rights of Common Stock and delaying or preventing
a change in control of the Company without further action by the
stockholders.
Options and Warrants
As of July 7, 2003, the Company has issued options to purchase an
aggregate of 1,097,750 shares of Common Stockmore transactions at exercisefixed prices, ranging
from $2.00 to $10.00 per share, expiring between April 2005 and January
2013. As of July 7, 2003, the Company has issued warrants to purchase an
aggregate of 1,634,661 shares of Common Stock at exerciseprevailing market prices ranging
from $2.00 to $13.00 per share, expiring between April 2005 and June 2013.
Transfer Agent
The transfer agent and registrar for the Common Stock is Registrar and
Transfer Company, Cranford, New Jersey.
Delaware Anti-Takeover Law
The Company is subject to Section 203 of the Delaware General
Corporation Law ("Section 203"), which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any business combinations
with any interested stockholder for a period of three years following the
date that such stockholder became an interested stockholder, unless (i)
before such date the board of directors of the corporation approved either
the business combination or the transaction that resulted in the stockholder
becoming an interested stockholder, (ii) upon consummation of the
transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time of sale, at prices related to the transaction commenced,
excluding for purposesprevailing market price, at varying prices determined at the time of determiningsale or at negotiated prices. These prices, as well as the numbertiming, manner and size of shares outstanding those
shares owned (x)each sale, will be determined by personsthe Selling Stockholder or by agreement between the Selling Stockholder and underwriters, brokers or dealers who are directors and also officers and (y)may receive fees or commissions in connection with such sale. Such sales may be effected by employee stocka 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 employee participants do not havea broker-dealer will attempt to sell a block of our common stock as agent but may position and resell a portion of the rightblock as principal to determine confidentially whether shares heldfacilitate the transaction;
through the settlement of short sales, in each case subject to compliance with the plan will be
tendered in a tender or exchange offer, or (iii) on or after such date the
business combination is approved by the board of directorsSecurities Act and authorized at
an annual or special meeting of stockholders, and not by written consent, by
the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder.
Section 203 defines business combination to include (i) any merger or
consolidation involving the corporation and the interested stockholder, (ii)
any sale, lease, exchange, mortgage, transfer, pledge or other disposition
involving the interested stockholder of 10%applicable securities laws;
through one or more of assets of the
corporation, (iii) subject to certain exceptions, any transaction that
resultsunderwritten offerings on a firm commitment or best efforts basis, including purchases by underwriters, dealers and agents who may receive compensation in the issuanceform of underwriting discounts, concessions or transfer bycommissions from the corporationSelling Stockholder and/or the purchasers of our common stock for whom they may act as agent;
the pledge of our common stock for any stock of the
corporationloan or obligation, including pledges to the interested stockholder, (iv) any transaction involving
the corporation that has the effect of increasing the proportionate share of
the stock of any classbrokers or series of the corporation beneficially owned by
the interested stockholder or (v) the receipt by the interested stockholder
of the benefit of any loans, advances, guarantees, pledges or other
financial benefits provided by or through the corporation. In general,
Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such an entity or person.
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
---------------------------------------------
This prospectus relates to the resaledealers who may from time to time effect distributions of up to a
totalour common stock, and in the case of 815,000 sharesany collateral call or default on such loan or obligation, pledges or sales of Companyour common stock by such pledgee or secured parties;
through an in-kind distribution by the selling stockholders,
which shares are comprised of currently exercisable common stock purchase
warrants. The following table sets forth certain informationSelling Stockholder to its shareholders (or their respective beneficiaries) or creditors;
an exchange distribution in accordance with respect to
the registration of shares of common stock. The Company might receive up to
$7,300,625 upon exerciserules of the warrants. We have preparedapplicable exchange, if any;
ordinary brokerage transactions and transactions in which the table based
on information given to usbroker-dealer solicits purchasers;
purchases by a broker-dealer as principal and resale by the selling stockholders on or before June 24,
2003, and assuming that such shares,broker-dealer for its account;
broker-dealers may agree with the resaleSelling Stockholder to sell a specified number of which is being registered
hereby, are sold.
Shares of Common
Shares Stock Beneficially
Beneficially Owned After the Offering
Owned ------------------------
Before Resale Amount Offered Number Percentage
------------- -------------- ------- ----------
Alan Barron 273,886 65,000 208,886 2.29%
Joe Love 441,500 75,000 366,500 3.96%
Christopher J. Lee 54,837 20,000 34,837 0.39%
Clarence L. Woodcock 10,000 10,000 0 0.00%
Cynthia White 10,343 10,000 343 0.00%
Dennis Norris 2,276 2,000 276 0.00%
James Don Dougan 18,502 2,000 16,502 0.18%
Jan A. Hartz 16,917 15,000 1,917 0.02%
Jeffrey Angelcyk 10,863 10,000 863 0.01%
Jimmy Seale 25,000 15,000 10,000 0.11%
John Powell 10,000 10,000 0 0.00%
Jose A. Ramirez 6,898 2,000 4,898 0.05%
Michael McCollum 8,603 2,000 6,603 0.07%
Miguel J. Trevino 2,382 2,000 382 0.00%
Nancy Talley 12,141 12,000 141 0.00%
Peter McDonald 27,854 13,000 14,854 0.17%
Raul Ramos 35,000 20,000 15,000 0.17%
Richard Burke 1,588,000 25,000 1,563,000 17.10%
Rick Powell 1,151,537 300,000 851,537 8.48%
Rick Wessel 535,378 180,000 355,378 3.78%
Tara Schuchmann 101,000 25,000 76,000 0.84%
Richard Burke, Joe Love and Tara Schuchmann are directors of the
Company. The warrants referenced in the table above for Mr. Burke and Ms.
Schuchmann are exercisable at $4.00 per share. Of the warrants referenced
above for Mr. Love, 25,000 are exercisable at $4.625 per share and 50,000
are exercisable at $8.00 per share.
Phillip E. Powell is the chairman of the board and chief executive
officer of the Company. Of the warrants referenced in the table above for
Mr. Powell, 150,000 are exercisable at $8.00 per share, 100,000 are
exercisable at $10.10 per share and 50,000 are exercisable at $11.50 per
share. Rick Wessel is the president of the Company. Of the warrants
referenced in the table above for Mr. Wessel, 100,000 are exercisable at
$8.00 per share and 80,000 are exercisable at $11.50 per share. Alan Barron
is the chief operating officer of the Company. Of the warrants referenced
in the table above for Mr. Barron, 25,000 are exercisable at $8.00 per share
and 40,000 are exercisable at $13.00 per share.
All other warrants referenced in the table above are exercisable at
$8.00 per share.
The selling stockholders (or, subject to applicable law, their pledges,
donees, distributes, transferees, or successors-in-interest) are offering shares of our common stock that will be acquired from us upon exerciseat a stipulated price per security;
directly to one or more purchasers; or
in any combination of common stock purchase warrants issuedthe above or by usany 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 the selling stockholders.
This prospectus covers the selling stockholders' resale of up to 815,000
shares of common stock underlying currently exercisable stock purchase
warrants.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 issuancecommon 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 selling stockholdersbroker-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 CompanySelling Stockholder and any underwriter, broker-dealer or agent regarding the sale of shares of our common stock we are filingby the Selling Stockholder. The Selling Stockholder may decide to sell all or a Registration Statement on Form S-3
with the Securities and Exchange Commission. The registration statement
covers the resale of the Company common stock from time-to-time as indicated
in this prospectus. This prospectus forms a part of that registration
statement. We have also agreed to prepare and file any amendments and
supplements to the registration statement as may be necessary to keep it
effective so long as the warrants are outstanding and to indemnify and hold
the selling stockholders harmless against certain liabilities under the
Securities Act of 1933 that could arise in connection with the selling
stockholders' saleportion of the shares coveredof our common stock offered by it pursuant to this prospectus or may decide not to sell any securities under this prospectus. We have agreed
to pay all reasonable fees and expenses incident toIn addition, the filing ofSelling Stockholder may transfer sell, transfer or devise the registration statement, but the selling stockholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the common
stock.
The selling stockholders may sell the shares of Company common stock
described in this prospectus directly or through underwriters, broker-
dealers or agents. The selling stockholders may also transfer, devise or
gift these sharessecurities by other means not described in this prospectus. As a
result, pledges, donees, transferees or other successors-in-interest that
receive such shares as a gift, dividend distribution or other non-sale
related transfer may offerAny shares of Companyour common stock covered by this prospectus. In addition, if any shares covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act of 1933, the selling
stockholders(“Rule 144”) may sell such shares underbe sold in accordance with Rule 144 rather than pursuant to this prospectus.
The selling stockholders may sell shares of Company common stock from
time-to-time in one or more transactions:
* at fixed prices that may be changed;
* at market prices prevailing at the time of sale; or
* at prices related to such prevailing market prices or at negotiated
prices.
The selling stockholders may offer their shares of common stock in one
or more of the following transactions:
* on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale, including
the Nasdaq National Market;
* in the over-the-counter market;
* in privately negotiated transactions;
* through options;
* by pledge to secure debts and other obligations;
* by a combination of the above methods of sale; or
* to cover short sales made pursuant to this prospectus.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
resales. The selling stockholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers
may engage in short sales of the shares. The selling stockholders also may
sell shares short and deliver the shares to close out such short positions,
provided that the short sale is made after the registration statement has
been declared effective and a copy of this prospectus is delivered in
connection with the short sale. The selling stockholders also may enter into
option or other transactions with broker-dealers that require the delivery
to the broker-dealer of the shares, which the broker-dealer may resell
pursuant to this prospectus. The selling shareholders also may pledge the
shares to a broker or dealer, and upon a default, the broker or dealer may
effect sales of the pledge shares pursuant to this prospectus.
The Commission may deem the selling stockholders and any underwriters,
Underwriters, broker-dealers or agents that participateparticipating in the distribution of the shares of our common stock covered by this prospectus are deemed to be "underwriters"“underwriters” within the meaning of the Securities Act. The CommissionSelling Stockholders, including those who are affiliates of registered broker-dealers, may deem any profitsbe deemed to be underwriters within the meaning of the Securities Act. Profits on the resalesale of the shares of
common stocksecurities by Selling Stockholder, and any compensationcommission received by any other underwriter, broker-dealer or agent, may be deemed to be underwriting discounts and commissions under the Securities Act. Each selling stockholder has purchasedSelling 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 common stock in the ordinary
course of its business,Securities Act and at the time the selling stockholder purchased
the common stock it was not a party to any agreement or other understanding
to distribute the securities, directly or indirectly.
UnderRule 10b-5 under the Exchange Act, any person engaged in the distribution of the
shares of common stock may not simultaneously engage in market-making
activities with respect to the common stock for five business days prior to
the start of the distribution. In addition, each selling shareholderAct.
The Selling Stockholder and any other person participating in athe 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 byto be sold, the selling shareholder or any such other person.
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's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed on March 27, 2003.
b) The Company's definitive proxy statement for the July 10, 2003
annual meeting, filed on April 30, 2003.
c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003, filed on May 8, 2003.
d) The Company's current reports filed on Form 8-K, filed on April 8,
2003, April 25, 2003 and May 14, 2003.
All financial statements included in the above-referenced filings
should be read in conjunction with the Risk Factors section of this
prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d)names of the Exchange Act afterSelling Stockholder, the daterespective 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 files annual, quarterly and current reports, proxy
statements and other information with the SEC. You can inspect, read and
copy these reports, proxy statements and other information at the public
reference facilities the SEC maintains at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549.
You can also obtain copies of these materials at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. You can obtain information on the operation of
the public reference facilities by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a web site http://www.sec.gov that makes available
reports, proxy statements and other information regarding issuers that file
electronically with it.
This prospectus is part of a registration statement on Form S-3 that
the Company has filed with the SEC relating to the common stock underlying
currently exercisable stock purchase warrants. This prospectus does not
contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules as permitted by the
rules and regulations of the SEC. The registration statement, exhibits and
schedules are available at the SEC's public reference room or through its
website.
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 Company 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 stockholders will be passed upon by Brewer & Pritchard, P.C.,
Houston, Texas.
EXPERTS
-------
The financial statements incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December
31, 2002 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 American First Finance Inc. and Subsidiary as of and for the years ended December 31, 2020 and 2019 incorporated by reference in this prospectus have been so incorporated by reference in reliance on the report of RSM US LLP, independent auditors, given on the authority of that firm as experts in auditing and accounting.
8,046,252 Shares of common stock
FirstCash Holdings, Inc.
PROSPECTUS
The date of this prospectus 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.
Filing FeeSelling Stockholder named in the prospectus that forms a part of this registration statement. All amounts are estimates, except for Registration Statement............. $ 952.74
NASD Filing Fee ............................... $ 0.00
Printing, Engraving and Mailing Fees.............. $ 500.00
Legal Fees and Expenses........................... $ 3,000.00
Accounting Fees and Expenses...................... $ 2,500.00
Blue Sky Fees and Expenses .................... $ 0.00
Transfer Agent Fees ........................... $ 0.00
Miscellaneous ................................. $ 0.00
------------
Total ......................................... $ 6,952.74
============
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 the SEC registration fee, estimated solely for the purposes of this Item 14. Actual expenses may vary. |
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
5.1(1) Opinion of Brewer and Pritchard, PC
23.1(1) Consent of Deloitte & Touche LLP, independent public accountants.
23.2(1) Consent of Brewer and Pritchard PC (contained in Exhibit 5.1)
(1) Filed herein.
Exhibits.
II-2
| 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;
II-3
(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 of 1933 may be permitted to directors, officers and controlling persons of the CompanyRegistrant pursuant to the foregoing provisions of Item 15 above, or otherwise, the CompanyRegistrant has been advised that in the opinion of the CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the CompanyRegistrant of expenses incurred or paid by a director, officer or controlling person of the registrantRegistrant 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 CompanyRegistrant 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 of 1933 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 | ||||||
II-5
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 July 7, 2003.
FIRST CASH FINANCIAL SERVICES, INC.
By: /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 1933, this Registration Statementregistration statement has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature Position Date
By: /s/ Phillip E. Powell Chairman of the Board and July 7, 2003
Phillip E. Powell Chief Executive Officer
By: /s/ Rick L. Wessel President, Secretary, Treasurer July 7, 2003
Rick L. Wessel and Director
By: /s/ Joe R. Love Director July 7, 2003
Joe R. Love
By: /s/ Richard T. Burke Director July 7, 2003
Richard T. Burke
By: /s/ R. Douglas Orr Chief Financial Officer July 7, 2003
R. Douglas Orr
| 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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