Registration No. 333 –_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________
CURO GROUP HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) | 90-0934597
(I.R.S. Employer
Identification Number) |
| | |
3527 North Ridge Road, Wichita, KS (Address of Principal Executive Offices) | 67205
(Zip Code) |
CURO Group Holdings Corp.
2017 Incentive plan
(Full Title of the Plan)
Vin Thomas Chief Legal Officer 3527 North Ridge Road Wichita, Kansas 67205 | Copies to: | Charlie Goode
Warner Norcross & Judd LLP
150 Ottawa Avenue, NW Suite 1500
Grand Rapids, Michigan 49503-2832 |
(Name and Address of Agent for Service)
(316) 722-3801
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.
| | Large accelerated Filer o | Accelerated filer þ |
| | Non-accelerated filer o | Smaller reporting company þ |
| | | Emerging growth company o |
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. o
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered |
Amount to be
Registered | Proposed Maximum
Offering Price
Per Share (2)(3) | Proposed Maximum
Aggregate
Offering Price (2)(3) |
Amount of
Registration Fee |
Common Stock
| 4,000,000 shares (1) | $17.44 | $69,760,000 | $7,610.82 |
| (1) | In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of common stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
| | |
| (2) | Estimated solely for the purpose of calculating the registration fee. |
| | |
| (3) | The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933. On June 16, 2021, the average of the high and low sales prices for CURO Group Holdings Corp. common stock as reported on the NYSE was $17.44. |
REGISTRATION OF ADDITIONAL SECURITIES
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by CURO Group Holdings Corp. (also referred to as the “Registrant” and “CURO”), pursuant to General Instruction E to Form S-8 under the Securities Act of 1933 to register additional shares of CURO’s Common Stock, $0.001 par value per share (“Common Stock”), to be issued under CURO’s 2017 Incentive Plan (the “Plan”). The Registrant’s stockholders approved amendments to the Plan on June 17, 2021. The amended Plan is more fully described in Proposal 3 and Annex A contained in the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on April 29, 2021. CURO previously registered:
| | • | | 5,000,000 shares of Common Stock to be issued under the Plan pursuant to the CURO’s Registration Statement on Form S-8 (File No. 333-221945), filed on December 8, 2017. |
The contents of the previously filed Form S-8 Registration Statement are hereby incorporated in this registration statement by reference, except as revised by Part II of this Registration Statement.
Part II
Information required in the registration statement
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by CURO with the Securities and Exchange Commission are incorporated in this registration statement by reference:
(a) The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2020.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since December 31, 2020.
(c) The description of CURO Group Holdings Corp. common stock contained in Exhibit 4.4 to the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 2020.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents.
The following exhibits are filed as part of or incorporated by reference into this registration statement:
SIGNATURES
The Registrant. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on June 17, 2021.
| | CURO Group Holdings Corp. | | |
| | | | |
| By: | /s/ Don Gayhardt | | June 17, 2021 |
| | Don Gayhardt
President and Chief Executive Officer | | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| /s/ Don Gayhardt | | President, Chief Executive Officer and
Director (Principal Executive Officer) | | June 17, 2021 |
| Don Gayhardt | | | |
| | | | | |
| /s/ Roger Dean | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer) | | June 17, 2021 |
| Roger Dean | | | |
| | | | | |
| */s/ David Strano | | Chief Accounting Officer (Principal
Accounting Officer) | | June 17, 2021 |
| David Strano | | | |
| | | | | |
| */s/ Doug Rippel | | Executive Chairman of the Board of Directors | | June 17, 2021 |
| Doug Rippel | | | |
| | | | | |
| */s/ Chris Masto | | Lead Independent Director | | June 17, 2021 |
| Chris Masto | | | | |
| | | | | |
| */s/ Chad Faulkner | | Director | | June 17, 2021 |
| Chad Faulkner | | | | |
| | | | | |
| */s/ Andrew Frawley | | Director | | June 17, 2021 |
| Andrew Frawley | | | | |
| | | | | |
| */s/ David M. Kirchheimer | | Director | | June 17, 2021 |
| David M. Kirchheimer | | | | |
| | | | | |
| */s/ Mike McKnight | | Director | | June 17, 2021 |
| Mike McKnight | | | | |
| | | | | |
| */s/ Gillian Van Schaick | | Director | | June 17, 2021 |
| Gillian Van Schaick | | | | |
| | | | | |
| */s/ Elizabeth Webster | | Director | | June 17, 2021 |
| Elizabeth Webster | | | | |
| | | | | |
| */s/ Dale E. Williams | | Director | | June 17, 2021 |
| Dale E. Williams | | | | |
|
| | | | | |
| */s/ Karen Winterhof | | Director | | June 17, 2021 |
| Karen Winterhof | | | | |
| | | | | |
| | | | | |
| *By /s/ Roger Dean | | | | |
Roger Dean Attorney-in-Fact | | | | |
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