SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
Form 10-K/A
(Amendment No. 1)
_________________
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2008
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _____________
Commission file number 0-19599
WORLD ACCEPTANCE
CORPORATION
(Exact name of registrant as specified in its charter)
| South Carolina | 570425114 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
108 Frederick Street Greenville, South Carolina | 29607 | |
| (Address of principal executive offices) | (Zip Code) | |
| (864) 298-9800 | ||
| (Registrant's telephone number, including area code) | ||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Stock, no par value | The NASDAQ Stock Market LLC | |
| (NASDAQ Global Select Market) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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. (Check one):
Large accelerated filer o | Accelerated filer x | |
Non-accelerated filer o | Smaller reporting company o | |
| (Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of voting stock held by non-affiliates of the registrant as of September 30, 2007, computed by reference to the closing sale price on such date, was $33.08. (For purposes of calculating this amount only, all directors and executive officers are treated as affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.) As of May 30, 2008, 16,350,460 shares of the registrant’s Common Stock, no par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement pertaining to the 2008 Annual Meeting of Shareholders ("the Proxy Statement") and filed pursuant to Regulation 14A are incorporated herein by reference into Part III hereof.
WORLD ACCEPTANCE CORPORATION
Explanatory Note
This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008, initially filed with the Securities Exchange Commission (the “SEC”) on May 30, 2008, (the “Original Filing”) amends and restates the exhibit list and Exhibit 23 to the Original Filing to include the conformed signature of the Independent Registered Public Accounting Firm.
Except as expressly set forth in this Amendment No. 1, the Original Filing has not been amended, updated or otherwise modified.
PART IV.
Item 15. Exhibits and Financial Statement Schedules
Exhibits
| The following exhibits are filed as part of this report or, where so indicated, have been previously filed and are incorporated herein by reference. |
| Exhibit | Filed Herewith (*), Previously filed (+), or Incorporated by Reference Previous | Company Registration | |
| Number | Description | Exhibit Number | No. or Report |
| 3.1 | Second Amended and Restated Articles of Incorporation of the | ||
| Company, as amended | 3.1 | 333-107426 | |
| 3.2 | Fourth Amended and Restated Bylaws of the Company | 99.1 | 8-03-07 8-K |
| 4.1 | Specimen Share Certificate | 4.1 | 33-42879 |
| 4.2 | Articles 3, 4 and 5 of the Form of Company's Second Amended | ||
| and Restated Articles of Incorporation (as amended) | 3.1 | 333-107426 | |
| 4.3 | Article II, Section 9 of the Company’s Fourth Amended | ||
| And Restated Bylaws | 99.1 | 8-03-07 8-K | |
| 4.4 | Amended and Restated Credit Agreement dated July 20, 2005 | 4.4 | 6-30-05 10-Q |
| 4.5 | First Amendment to Amended and Restated Revolving Credit | ||
| Agreement, dated as of August 4, 2006 | 4.4 | 6-30-06 10-Q | |
| 4.6 | Second Amendment to Amended and Restated Revolving Credit | ||
| Agreement dated as of October 2, 2006 | 10.1 | 10-04-06 8-K | |
| 4.7 | Third Amendment to Amended and Restated Revolving Credit | ||
| Agreement dated as of August 31, 2007 | 10.1 | 9-07-07 8-K | |
| 4.7 | Subsidiary Security Agreement dated as of June 30, 1997, as | ||
| amended through July 20, 2005 | 4.5 | 9-30-05 10-Q | |
| 4.8 | Company Security Agreement dated as of June 20, 1997, as | ||
| amended through July 20, 2005 | 4.6 | 9-30-05 10-Q | |
| 4.9 | Fourth Amendment to Subsidiary Amended and Restated | ||
| Security Agreement, Pledge and Indenture of Trust | |||
| (i.e. Subsidiary Security Agreement) | 4.7 | 6-30-05 10-Q | |
| 4.10 | Fourth Amendment to Amended and Restated Security | ||
| Agreement, Pledge and Indenture of Trust, (i.e. Company | |||
| Security Agreement) | 4.10 | 9-30-04 10-Q | |
| 4.11 | Fifth Amendment to Amended and Restated Security Agreement, | ||
| Pledge and Indenture of Trust (i.e. Company Security Agreement) | 4.9 | 6-30-05 10-Q | |
| 4.12 | Form of 3.00% Convertible Senior Subordinated Note due 2011 | 4.1 | 10-12-06 8-K |
| 4.13 | Indenture, dated October 10, 2006 between the Company | ||
| and U.S. Bank National Association, as Trustee | 4.2 | 10-12-06 8-K | |
| 10.1+ | Employment Agreement of A. Alexander McLean, III, effective | ||
| May 21, 2007 | 10.3 | 2007 10-K | |
| 10.2+ | Employment Agreement of Mark C. Roland, effective as of | ||
| May 21, 2007 | 10.4 | 2007 10-K |
Exhibit Number | Description | Filed Herewith (*), Previously filed (+), or Incorporated by Reference Previous Exhibit Number | Company Registration No. or Report |
| 10.3+ | Employment Agreement of Kelly M. Malson, effective as of | ||
| August 27, 2007 | 99.1 | 8-29-07 8-K | |
| 10.4+ | Securityholders' Agreement, dated as of September 19, 1991, | ||
| between the Company and certain of its securityholders | 10.5 | 33-42879 | |
| 10.5+ | Supplemental Income Plan | 10.7 | 2000 10-K |
| 10.6+ | Second Amendment to the Company’s Supplemental | ||
| Income Plan | 10.15 | 12-31-07 10-Q | |
| 10.7+ | Board of Directors Deferred Compensation Plan | 10.6 | 2000 10-K |
| 10.8 | Second Amendment to the Company’s Board of Directors | ||
| Deferred Compensation Plan (2000) | 10.13 | 12-31-07 10-Q | |
| 10.9+ | 1992 Stock Option Plan of the Company | 4 | 33-52166 |
| 10.10+ | 1994 Stock Option Plan of the Company, as amended | 10.6 | 1995 10-K |
| 10.11+ | First Amendment to the Company’s 1992 and 1994 | ||
| Stock Option Plans | 10.10 | 12-31-07 10-Q | |
| 10.12+ | 2002 Stock Option Plan of the Company | Appendix A | Definitive Proxy |
| Statement on | |||
| Schedule 14A | |||
| for the 2002 | |||
| Annual Meeting | |||
| 10.13+ | First Amendment to the Company’s 2002 Stock | ||
| Option Plan | 10.11 | 12-31-07 10-Q | |
| 10.14+ | 2005 Stock Option Plan of the Company | Appendix B | Definitive Proxy |
| Statement on | |||
| Schedule 14A | |||
for the 2005 Annual Meeting | |||
| 10.15+ | First Amendment to the Company’s 2005 Stock Option Plan | 10.12 | 12-31-07 10-Q |
| 10.16+ | The Company’s Executive Incentive Plan | 10.6 | 1994 10-K |
| 10.17+ | The Company’s Retirement Savings Plan | 4.1 | 333-14399 |
| 10.18+ | Executive Deferral Plan | 10.12 | 2001 10-K |
| 10.19+ | Second Amendment to the Company’s Executive Deferral Plan | 10.14 | 12-31-07 10-Q |
| 10.20+ | First Amended and Restated Board of Directors 2005 Deferred | ||
| Compensation Plan | 10.16 | 12-31-07 10-Q | |
| 10.21+ | First Amended and Restated 2005 Executive Deferral Plan | 10.17 | 12-31-07 10-Q |
Exhibit Number | Description | Filed Herewith (*), Previously filed (+), or Incorporated by Reference Previous Exhibit Number | Company Registration No. or Report |
| 10.22+ | Second Amended and Restated World Acceptance Corporation | ||
| 2005 Supplemental Income Plan | 10.18 | 12-31-07 10-Q | |
| 14 | Code of Ethics | 14 | 2004 10-K |
| 21 | Schedule of the Company’s Subsidiaries | 21 | 3-31-08 10-K |
| 23 | Consent of KPMG LLP | * | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | 31.1 | 3-31-08 10-K |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | 31.2 | 3-31-08 10-K |
| 32.1 | Section 1350 Certification of Chief Executive Officer | 32.1 | 3-31-08 10-K |
| 32.2 | Section 1350 Certification of Chief Financial Officer | 32.2 | 3-31-08 10-K |
+ Management Contract or other compensatory plan required to be filed under Item 14(c) of this report and Item 601 of Regulation 5-K of the Securities and Exchange Commission.
WORLD ACCEPTANCE CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
WORLD ACCEPTANCE CORPORATION | ||
| By: | /s/ Kelly M. Malson | |
| Kelly M. Malson | ||
Chief Financial Officer Date: May 30, 2008 | ||