As filed with the Securities and Exchange Commission on May 2, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGIONAL MANAGEMENT CORP.
(Exact name of registrant as specified in its charter)
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| Delaware | | 979 Batesville Road, Suite B Greer, South Carolina 29651 | | 57-0847115 |
(State or other jurisdiction of incorporation or organization) | | (Address of principal executive offices, including zip code) | | (I.R.S. Employer Identification Number) |
REGIONAL MANAGEMENT CORP.
2015 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective April 27, 2017)
(Full title of the plan)
Brian J. Fisher
Vice President, General Counsel, and Secretary
Regional Management Corp.
979 Batesville Road, Suite B
Greer, South Carolina 29651
(864)448-7000
(Name, address and telephone number, including area code,
of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
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| Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | | ☐ |
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| | | | 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | | Amount to be registered (1) | | Proposed maximum offering price per share (2) | | Proposed maximum aggregate offering price (2) | | Amount of registration fee (2) |
Common stock, par value $.10 per share | | 1,200,000 | | $19.96 | | $23,952,000 | | $2,776.04 |
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| (1) | This Registration Statement also registers additional securities to be offered or issued upon adjustment or changes made to the registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act, based on the average ($19.96) of the high ($20.22) and low ($19.70) prices of Regional Management Corp.’s common stock on April 28, 2017, as reported on the New York Stock Exchange. |
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed by Regional Management Corp. (the “Company”) to register an additional 1,200,000 shares (the “Additional Shares”) of the common stock of the Company, which are securities of the same class and relate to the same employee benefit plan, the Regional Management Corp. 2015 Long-Term Incentive Plan, as amended and restated effective April 27, 2017 (the “2015 Plan”), as those shares registered on the Company’s FormS-8 previously filed with the Securities and Exchange Commission (the “Commission”) on (i) April 22, 2015 (RegistrationNo. 333-203566) and (ii) March 15, 2017 (RegistrationNo. 333-216714), which are hereby incorporated by reference. The Additional Shares represent shares that were authorized for issuance at the Company’s Annual Meeting of Stockholders held on April 27, 2017. As permitted by the rules of the Commission, this Registration Statement consists of only those items required by General Instruction E to FormS-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 5. | Interests of Named Experts and Counsel. |
Certain attorneys of Womble Carlyle Sandridge & Rice, LLP beneficially own collectively less than one quarter of one percent (0.25%) of the Company’s outstanding shares of common stock.
The following exhibits are filed as a part of this Registration Statement:
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Number | | Description |
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| 5 | | Opinion of Womble Carlyle Sandridge & Rice, LLP, as to the legality of the common stock being registered. |
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| 23.1 | | Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5). |
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| 23.2 | | Consent of RSM US LLP. |
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| 24 | | Powers of Attorney (included on signature page). |
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| 99 | | Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed with the Commission on May 2, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Regional Management Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greer, State of South Carolina, on this 2nd day of May, 2017.
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| REGIONAL MANAGEMENT CORP. |
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| By: | | /s/ Peter R. Knitzer |
| | Peter R. Knitzer |
| | Chief Executive Officer |
Each of the undersigned, being a director and/or officer of Regional Management Corp. (the “Company”), hereby nominates, constitutes, and appoints Peter R. Knitzer and Brian J. Fisher, or any one of them severally, to be his true and lawfulattorney-in-fact and agent and to sign in his name and on his behalf in any and all capacities stated below, and to file with the Securities and Exchange Commission (the “Commission”) this Registration Statement on FormS-8 (the “Registration Statement”) or other appropriate form, and to file any and all amendments, including post-effective amendments, exhibits, and other documents and instruments in connection therewith, to this Registration Statement, making such changes to this Registration Statement as suchattorney-in-fact and agent deems appropriate, and generally to do all such things on his behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and all requirements of the Commission.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of May 2, 2017.
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/s/ Peter R. Knitzer | | | | /s/ Donald E. Thomas |
| Name: | | Peter R. Knitzer | | | | Name: | | Donald E. Thomas |
| Title: | | Chief Executive Officer and Director (principal executive officer) | | | | Title: | | Executive Vice President and Chief Financial Officer (principal financial officer) |
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/s/ Michael S. Dymski | | | | /s/ Alvaro G. de Molina |
| Name: | | Michael S. Dymski | | | | Name: | | Alvaro G. de Molina |
| Title: | | Vice President and Chief Accounting Officer (principal accounting officer) | | | | Title: | | Chairman of the Board of Directors |
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/s/ Carlos Palomares | | | | /s/ Steven J. Freiberg |
| Name: | | Carlos Palomares | | | | Name: | | Steven J. Freiberg |
| Title: | | Director | | | | Title: | | Director |
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/s/ Roel C. Campos | | | | /s/ Richard A. Godley |
| Name: | | Roel C. Campos | | | | Name: | | Richard A. Godley |
| Title: | | Director | | | | Title: | | Director |
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/s/ Michael R. Dunn | | | | | | |
| Name: | | Michael R. Dunn | | | | | | |
| Title: | | Director | | | | | | |
EXHIBIT INDEX
to
Registration Statement on FormS-8 of
Regional Management Corp.
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Number | | Description |
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| 5 | | Opinion of Womble Carlyle Sandridge & Rice, LLP, as to the legality of the common stock being registered. |
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| 23.1 | | Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5). |
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| 23.2 | | Consent of RSM US LLP. |
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| 24 | | Powers of Attorney (included on signature page). |
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| 99 | | Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K filed with the Commission on May 2, 2017. |
