As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
FIRST CASH FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 5932 75-2237318
-------- ---- ----------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
690 E. Lamar Blvd., Suite 400 Copy to: Phillip E. Powell
Arlington, Texas 76011 Thomas C. Pritchard, Esq. 690 E. Lamar Blvd.,
(817) 460-3947 Brewer & Pritchard, P.C. Suite 400
(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)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
---
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering.
---
If this form 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 form is a post-effective amendment filed pursuant to Rule 462(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Per Offering Registration
To Be Registered Registered Share (1) Price (1) Fee
Resale of Common
Stock Outstanding 1,780,000 $12.31 $21,911,800 $6,091
Common Stock Underlying
Acquisition Obligations 155,000 $12.31 $1,908,050 $530
Resale of Common Stock
Underlying Warrants 1,895,250 $12.31 $23,330,528 $6,486
--------- ------- ----------- ------
Total 3,830,250 $12.31 $47,150,378 $13,107
=============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low sales prices
for the common stock, as reported by the Nasdaq Stock Market on January 14,
1999, or $12.31 per share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
PROSPECTUS
FIRST CASH FINANCIAL SERVICES, INC.
------------
COMMON STOCK
------------
This prospectus relates to the resale of common stock of First Cash
Financial Services, Inc. as follows: (i) 1,895,250 shares of common stock
underlying currently exercisable stock purchase warrants, (ii) 1,780,000 shares
of common stock currently outstanding, and (iii) 155,000 shares of common stock
to be issued pursuant to outstanding acquisition obligations. The Company will
receive up to $19,206,531 upon the exercise of the warrants. The company will
not receive any proceeds from the resale of currently outstanding shares of
common stock or the issuance of common stock in payment of outstanding
acquisition obligations.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of shares hereunder may be deemed to be "underwriters" as that term is
defined under the Securities Act, and any commissions received by them and
profit on any resale of the shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act.
The common stock of the company is traded on the Nasdaq Stock Market under
the symbol "FCFS." On January 21, 1999, the last sale price of the common
stock, as reported by the Nasdaq Stock Market, was $13.00 per share.
This investment involves a high degree of risk. See "Risk Factors" beginning on
page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary in a
criminal offense.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
securities and exchange commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
The date of this prospectus is January 22, 1999
TABLE OF CONTENTS
The Company...................................... 2
Risk Factors..................................... 2
Recent Developments; Risk of Leverage....... 2
Expansion of Business....................... 3
Dependence on Key Personnel................. 3
Governmental Regulation..................... 4
Competition................................. 4
Risks Related to Firearm Sales.............. 4
Risks Related to Rightful Owner Claims...... 4
Year 2000 Issue............................. 4
Forward-Looking Information................. 5
Use of Proceeds.................................. 5
Plan of Distribution and Selling Stockholders.... 5
Incorporation of Certain Documents By Reference.. 9
Available Information............................ 9
SEC's Position on Indemnification................ 10
Legal Matters.................................... 10
Experts.......................................... 10
THE COMPANY
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First Cash Financial Services, Inc. is the third largest publicly traded
pawnshop operator in the United States and currently has 106 pawn stores in
Texas, Oklahoma, South Carolina, Washington, D.C., Maryland, Missouri and
Virginia. The company's pawnshops engage in both consumer finance and retail
sales activities. The company's pawnshops provide a convenient source for
consumer loans, lending money against pledged tangible personal property such as
jewelry, electronic equipment, tools, firearms, sporting goods and musical
equipment. These pawn stores also function as retailers of previously-owned
merchandise acquired in forfeited pawn transactions and over-the-counter
purchases from customers.
The company also currently owns 27 check cashing stores in California,
Illinois and Washington. These check cashing stores provide a broad range of
consumer financial services, including check cashing, money order sales, wire
transfers and short-term unsecured payday advances. The company also owns a
software company in California which provides computer hardware and software to
third party check cashing operators, as well as ongoing technical support. For
the fiscal year ended July 31, 1998, the company's revenues were derived 64%
from retail activities, 34% from lending activities, and 2% from other sources,
including check-cashing fees.
Management believes the pawnshop industry is highly fragmented with
approximately 15,000 stores in the United States and is in the early stages of
achieving greater efficiencies through consolidation. The five publicly traded
pawnshop companies operate less than 6% of the total pawnshops in the United
States. Management believes significant economies of scale, increased operating
efficiencies, and revenue growth are achievable by increasing the number of
stores under operation and introducing modern merchandising techniques, point
of-sale systems, improved inventory management and store remodeling. The
company's objectives are to increase consumer loans and retail sales through
selected acquisitions and new store openings and to enhance operating
efficiencies and productivity. During fiscal 1998, 1997 and 1996, the company
added 29, 7 and 7 pawn stores to its network, respectively, net of stores
consolidated. The company made its initial entry into the check cashing
business during fiscal 1998, with the purchase of 11 stores in California and
Washington. Management estimates there are approximately 7,000 such check
cashing locations throughout the United States.
The company was formed as a Texas corporation in July 1988 and in April
1991 the company reincorporated as a Delaware corporation. Except as otherwise
indicated, the term "company" includes its wholly owned subsidiaries, American
Loan & Jewelry, Inc., Famous Pawn, Inc., JB Pawn, Inc., Miraglia, Inc., Capital
Pawnbrokers, Inc., Silver Hill Pawn, Inc., One Iron Ventures, Inc. and Elegant
Floors, Inc. The company's principal executive offices are located at 690 East
Lamar Blvd., Suite 400, Arlington, Texas 76011, and its telephone number is
(817) 460-3947.
RISK FACTORS
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Recent Developments; Risk of Leverage
- -------------------------------------
On November 14, 1998, the company purchased 12 pawn stores in South
Carolina for an aggregate purchase price of $4,558,000 consisting of $2,258,000
cash, a $600,000 note payable due in twelve equal monthly payments, and a
$1,700,000 obligation due November 16, 1999 in either cash or common stock of
the company, at the option of the company. On December 14, 1998, the company
acquired 100% of the outstanding common stock of One Iron Ventures, Inc., which
owns 11 check cashing stores in Illinois, in exchange for 430,000 shares of the
company's common stock.
As a result of recent acquisition related debt and increases in the
company's credit facility, the company's debt service requirements have been
substantially increased over historical levels. Although the company
anticipates that existing cash flows and additional cash flows from the
acquisitions partially funded by such indebtedness will be sufficient to support
current levels of company debt, debt service requirements will affect the
profitability of the company and may impair its ability to raise additional
capital for further acquisitions or for capital investment in existing
operations.
At October 31, 1998, the company had $39,605,000 of long-term liabilities,
of which $36,739,000 represented long-term debt. The company has incurred and
will continue to incur interest expense on such indebtedness. Although interest
rates have decreased over the last twelve months, interest rates may increase in
the future. As interest rates increase, management's strategy to fund
acquisitions through debt becomes more costly and may have an adverse impact on
the company's operations. Failure to make payments when due will result in
default under and possible acceleration of one or more of the company's debt
instruments. Management believes that the net cash flows generated from
operations will provide the company with sufficient resources to meet the
company's present and foreseeable liquidity and capital needs, including those
arising from debt obligations. However, in the event the company's cash flow so
generated is insufficient for these purposes, the company may be required to
raise additional capital and/or curtail acquisition activities.
Expansion of Business
- ---------------------
Since its inception, the company has engaged in a series of acquisitions
and, to a lesser degree, new store openings in order to expand its business.
The company's strategy for the near future is to emphasize expansion through
both acquisition of existing stores, which enables the company to realize
increases in revenues and economies of scale more quickly, and opening new
stores where demographics are favorable and competition is limited. The company
has not established definite plans to open a set number of stores or to acquire
a set number of stores during the next 12-month period. The company is
currently negotiating the purchase of 22 check cashing stores in Mississippi.
The purchase price of the Mississippi acquisition will consist of a combination
of cash and seller notes payable. While the company continually looks for, and
is presented with, potential acquisition candidates, the company has no
definitive plans or commitments for further acquisitions and is not currently
negotiating any acquisitions, other than the those listed above. The company
has no immediate plans to open any other new stores. To a significant extent,
the company's future success is dependent upon its ability to continue to engage
in successful acquisitions and new site selections. Potential risks associated
with such a strategy are as follows:
Management of Growth
- --------------------
The success of the company's growth strategy is dependent, in part, upon
the ability to maintain adequate financial controls and reporting systems, to
assimilate acquisition management into the company's management structure, to
manage a larger operation, and to obtain additional capital upon favorable
terms. On average, a new store becomes profitable approximately six to twelve
months after establishment. Typically, acquired stores are profitable upon
acquisition. There can be no assurance that the company will be able to
successfully finance acquisitions or manage a larger operation.
Availability of Attractive Acquisitions
- ---------------------------------------
The company competes for acquisitions with other publicly held pawnshop and
check cashing companies, some of which have greater financial resources than the
company. This competition could limit the availability of acquisition
candidates and increase the cost of acquisitions.
Statutory Requirements
- ----------------------
The company's ability to open new pawn stores in Texas counties having a
population of more than 250,000 may be adversely affected by a law which
requires a finding of public need and probable profitability by the Texas
Consumer Credit Commissioner as a condition to the issuance or activation of any
new pawnshop license. In addition, some counties in Maryland in which the
company currently operates have enacted moratoriums on new pawn licenses, which
may adversely affect the company's ability to expand its operations in those
counties. Also, the present statutory and regulatory environment of some states
for both pawnshops and check cashers renders expansion into those states
impractical. For example, certain states require public sale of forfeited
collateral or do not permit service charges sufficient to make pawnshop
operations profitable.
Access to Capital
- -----------------
The company's need for expansion capital and its ability to obtain secured
financing is complicated by the requirement in some states that it maintain a
minimum amount of certain unencumbered net assets (currently $150,000 in Texas,
$25,000 in Oklahoma, $50,000 in Missouri and $35,000 in South Carolina) for each
pawnshop location. The ability of the company to continue to expand through
acquisitions and new store openings is limited by access to capital.
Availability of Qualified Store Management Personnel
- ----------------------------------------------------
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, chief executive officer, and Rick L. Wessel,
president and chief financial officer. The company has entered into employment
agreements with Messrs. Powell and Wessel. The loss of the services of Mr.
Powell or Mr. Wessel could have a material adverse effect on the company. As of
the date of this prospectus, the company has not obtained "key-man" life
insurance on the lives of Messrs. Powell or Wessel.
Governmental Regulation
- -----------------------
The company's pawnshop and check cashing operations are subject to, and
must comply with, extensive regulation, supervision and licensing under various
federal, state and local statutes, ordinances and regulations. These statutes
may prescribe, among other things, service charges a pawnshop may charge for
lending money and the rules of conduct that govern an entity's ability to
maintain a pawnshop license, as well as the amount of fees which may be charged
for cashing checks or making payday advances. With respect to firearm and
ammunition sales, a pawnshop must comply with the regulations promulgated by the
Federal Bureau of Alcohol, Tobacco and Firearms, a division of the Department of
the Treasury ("ATF"). State regulatory agencies have broad, discretionary
authority to refuse to grant a license or to suspend or revoke any or all
existing licenses of licensees under common control if it is determined that any
such licensee has violated any law or regulation or that the management of any
such licensee is not suitable to operate pawnshops. In addition, there can be
no assurance that additional state or federal statutes or regulations will not
be enacted at some future date which could inhibit the 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, such as
firearms, any of which could significantly adversely affect the company's
prospects.
Competition
- -----------
The company encounters significant competition in connection with the
operation of both its pawnshop and check cashing businesses. In connection with
lending operations, the company competes with other pawnshops (owned by
individuals and by large operators) and certain financial institutions, such as
consumer finance companies, which generally lend on an unsecured as well as on a
secured basis. The company's competitors in connection with its retail sales
include numerous retail and discount stores. In connection with its check
cashing operations, the company competes with banks, grocery stores, and other
check cashing companies. Many competitors have greater financial resources than
the company. These competitive conditions may adversely affect the company's
revenues, profitability and ability to expand.
Risks Related to Firearm Sales
- ------------------------------
The company regularly engages in sales of firearms, leaving it open to the
risk of lawsuits from persons who may claim injury as a result of an improper
sale. No such claims have been asserted against the company as of the date
hereof. The company does not maintain insurance covering potential risks
related to the sale of firearms.
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.
Year 2000 Issue
- ---------------
The "Year 2000 Issue" is the result of computer programs that use two
digits instead of four to record the applicable year. Computer programs that
have date-sensitive software might recognize a date using "00" as the Year 1900
instead of the Year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including among other events,
a temporary inability to process transactions or engage in similar normal
business activities. The Year 2000 is a leap year, which may also lead to
incorrect calculations, functions or system failure. The Company has
established a committee to initiate the process of gathering, testing, and
producing information about the Company's operations systems impacted by the
Year 2000 transition. The Company intends to utilize both internal and external
resources to identify, correct or reprogram, and test systems for Year 2000
compliance. The Company intends to contact its significant suppliers to
determine the extent to which the Company may be vulnerable to those parties'
failure to remediate their own Year 2000 issues. There can be no guarantee that
the systems of other companies with which the Company's systems interface will
be timely converted, or that a failure to convert by another company, or a
conversion that is incompatible with the Company's systems would not require the
Company to spend more time or money than anticipated, or even have a material
adverse effect on the Company. Although the Year 2000 assessment has not been
completed, management currently believes, based on available information, that
resolving these matters will not have a material adverse impact on the Company's
financial position or it's results of operations.
Forward-Looking Information
- ---------------------------
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,"
"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 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, 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
---------------
In the event that shares of common stock, the resale of which are being
registered under the Securities Act hereunder, are issued upon exercise of all
of the warrants described herein, the company will receive as gross proceeds a
maximum of $19,206,531. The company will use any such proceeds for general
working capital. As there are no commitments from the holders of the warrants
to so exercise such securities and purchase common stock, there can be no
assurance that any such warrants will be exercised.
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
---------------------------------------------
This prospectus relates to the resale of common stock of First Cash
Financial Services, Inc. as follows: (i) 1,895,250 shares of common stock
underlying currently exercisable stock purchase warrants, (ii) 1,780,000 shares
of common stock currently outstanding, and (iii) 155,000 shares of common stock
to be issued pursuant to outstanding acquisition obligations. The following
table sets forth certain information with respect to the registration of shares
of common stock. The company will receive up to $19,206,531 upon exercise of
the warrants, and will not receive any proceeds from the resale of currently
outstanding shares of common stock.
RESALE OF COMMON STOCK BY SELLING STOCKHOLDERS FOR SHARES THAT ARE CURRENTLY
OUTSTANDING OR WILL BE OUTSTANDING UPON EXERCISE OF WARRANTS
SHARES BENEFICIALLY AMOUNT OFFERED
OWNED BEFORE (ASSUMING ALL SHARES
STOCKHOLDER RESALE IMMEDIATELY SOLD)
----------- ------ -----------------
Alan Barron(6)(10) 100,000 100,000
Alan Barron(2)(10) 40,000 40,000
Alan Barron(3)(10) 25,000 25,000
Alan Barron(4)(10) 150,000 150,000
Bill Ratliff(2) 10,000 10,000
Blake Miraglia(3)(11) 25,000 25,000
Brian Baker(3) 2,000 2,000
CCDC, Inc.(1)(5) 25,000 25,000
CCDC, Inc.(1)(5) 100,000 100,000
CCDC, Inc.(2)(5) 100,000 100,000
CCDC, Inc.(3)(5) 25,000 25,000
Christopher J. Lee(1) 14,750 14,750
Christopher J. Lee(2) 15,000 15,000
Christopher J. Lee(3) 10,000 10,000
Cynthia White(1) 17,500 17,500
Cynthia White(2) 15,000 15,000
Cynthia White(3) 10,000 10,000
David W. Carr(1) 13,000 13,000
David W. Carr(2) 15,000 15,000
David W. Carr(3) 10,000 10,000
Dennis Norris(3) 2,000 2,000
James Don Dougan(3) 2,000 2,000
Jimmy Seale(3) 15,000 15,000
John Hamilton(3) 2,000 2,000
Jose A. Ramirez(3) 2,000 2,000
Michael McCollum(3) 2,000 2,000
Miguel J. Trevino(3) 2,000 2,000
Nancy Talley(3) 2,000 2,000
Peter McDonald(3) 2,000 2,000
R. Seth Trotman(2) 15,000 15,000
R. Seth Trotman(3) 10,000 10,000
Randy York(2) 15,000 15,000
Randy York(3) 10,000 10,000
Randy York(4) 25,000 25,000
Randy York(6) 15,000 15,000
Raul Ramos(1) 13,000 13,000
Raul Ramos(2) 15,000 15,000
Raul Ramos(3) 10,000 10,000
Richard T. Burke(2)(12) 100,000 100,000
Richard T. Burke(6)(12) 125,000 125,000
Rick Powell(1)(13) 225,000 225,000
Rick Powell(2)(13) 60,000 60,000
Rick Powell(3)(13) 100,000 100,000
Rick Powell(4)(13) 200,000 200,000
Rick Powell(6)(13) 50,000 50,000
Rick Wessel(6)(14) 105,000 105,000
Rick Wessel(2)(14) 50,000 50,000
Rick Wessel(3)(14) 40,000 40,000
Rick Wessel(4)(14) 150,000 150,000
Scott W. Merritt(3) 15,000 15,000
Scott Williamson(6)(15) 55,000 55,000
Scott Williamson(2)(15) 30,000 30,000
Scott Williamson(3)(15) 25,000 25,000
Scott Williamson(4)(15) 75,000 75,000
Stephanie Jordan(3) 2,000 2,000
Steve Walker(3) 2,000 2,000
Jon Burke(6) 50,000 50,000
Jon Burke(1) 5,000 5,000
Jon Burke(1) 50,000 50,000
Blake A. Miraglia, Trustee of the
Blake A. Miraglia Trust U/A
5/30/87(7)(8)(11) 334,305 334,305
Gary V. Vanier and Barbara D.
Vanier, Trustees of the Gary V.
Vanier and Barbara A. Vanier 1992
Trust U/A 6/30/92(7) 258,145 258,145
Stephen R. Miraglia, Trustee of the
Stephen R. Miraglia Trust U/A
5/28/87(7) 169,065 169,065
Bruce and Paulette Myers(7) 77,095 77,095
Jimmy Seale(7) 11,390 11,390
Erik P. Gustafson(9) 198,875 198,875
Donald H. Gustafson(9) 198,875 198,875
Judy Redington(9) 21,500 21,500
William Bingo(9) 10,750 10,750
Unified Loans, Inc.(16) 20,000 20,000
Pawnshops of America, Inc.(17) 115,000 115,000
Action Loans, Inc.(18) 20,000 20,000
---------- ---------
3,830,250 3,830,250
========== =========
- --------------------
(1) The shares referenced relate to the resale of common stock underlying
currently exercisable $4.625 per share stock purchase warrants.
(2) The shares referenced relate to the resale of common stock underlying
currently exercisable $8.00 per share stock purchase warrants.
(3) The shares referenced relate to the resale of common stock underlying
currently exercisable $12.00 per share stock purchase warrants.
(4) The shares referenced relate to the resale of common stock underlying
currently exercisable $15.00 per share stock purchase warrants.
(5) CCDC, Inc. is an affiliate of director Joe R. Love, who is also an affiliate
of the company.
(6) The shares referenced relate to currently outstanding common stock issued
under previously exercised stock purchase warrants.
(7) The referenced Selling Shareholders acquired their shares from the company
in connection with the acquisition by the company of Miraglia, Inc., a
California corporation, on June 4, 1998. These Selling Shareholders were
the shareholders of Miraglia, Inc. prior to the acquisition by the company,
and Miraglia, Inc. became a wholly owned subsidiary of the company as a
result of the acquisition. Blake Miraglia, Gary Vanier and Stephen Miraglia
have agreed to restrict public sale or transfer of the company's common
stock issued under the acquisition of Miraglia, Inc. to 20% per year
(cumulative) of such stock issued in the acquisition for the three years
immediately following the effective date of the acquisition.
(8) In connection with the Miraglia, Inc. acquisition, Blake Miraglia entered
into a three-year employment agreement with the company.
(9) The referenced Selling Shareholders acquired their shares from the company
in connection with the acquisition by the company of One Iron Ventures,
Inc., an Illinois corporation, on December 14, 1998. These Selling
Shareholders were the shareholders of One Iron Ventures, Inc. prior to the
acquisition by the company, and One Iron Ventures, Inc. became a wholly
owned subsidiary of the company as a result of the acquisition.
(10) Mr. Barron is currently employed as president of the company's pawnshop
division, and is an affiliate of the company.
(11) Mr. Miraglia is currently employed as president of the company's check
cashing division and is an affiliate of the company.
(12) Mr. Burke is a director of the company, and is an affiliate of the company.
(13) Mr. Powell is currently employed as chief executive officer of the company,
and is chairman of the board of directors, and is an affiliate of the
company.
(14) Mr. Wessel is currently employed as president and chief financial officer
of the company, and is a director, and is an affiliate of the company.
(15) Mr. Williamson is currently employed as executive vice president, and is an
affiliate of the company.
(16) The referenced selling shareholder has an outstanding receivable from the
company in the amount of $310,700 related to the October 20, 1998 purchase
by the company of the assets of two pawnshops in El Paso, Texas from the
selling shareholder. This amount is payable one year from the date of
purchase in either cash, or the issuance of the company's common stock
valued at the average of the closing price of the company's common stock for
the thirty days immediately preceding the October 20, 1999 due date, at the
option of the company.
(17) The referenced selling shareholder has an outstanding receivable from the
company in the amount of $1,700,000 related to the November 16, 1998
purchase by the company of the assets of twelve pawnshops in South Carolina
from the selling shareholder. This amount is payable one year from the date
of purchase in either cash, or the issuance of the company's common stock
valued at the average of the closing price of the company's common stock for
the thirty days immediately preceding the November 16, 1999 due date, at the
option of the company.
(18) The referenced selling shareholder has an outstanding receivable from the
company in the amount of $320,147 related to the October 20, 1998 purchase
by the company of the assets of three pawnshops in El Paso, Texas from the
selling shareholder. This amount is payable one year from the date of
purchase in either cash, or the issuance of the company's common stock
valued at the average of the closing price of the company's common stock for
the thirty days immediately preceding the October 20, 1999 due date, at the
option of the company.
Pursuant to this prospectus, the Selling Stockholders, or by certain
pledgees, donees, transferees or other successors in interest to the Selling
Stockholders, may sell shares from time to time in transactions on the Nasdaq
Stock Market from time to time, in privately-negotiated transactions or by a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular broker-dealer might be in
excess of customary commissions).
Other methods by which the shares may be sold include, without limitation:
(i) transactions which involve cross or block trades or any other transaction
permitted by the Nasdaq Stock Market, (ii) "at the market" to or through market
makers or into an existing market for the common stock, (iii) in other ways not
involving market makers or established trading markets, including direct sales
to purchasers or sales effected through agents, (iv) through transactions in
options or swaps or other derivatives (whether exchange-listed or otherwise),
(v) through short sales, or (vi) any combination of any other such methods of
sale. The Selling Stockholders may also enter into option or other transaction
with broker-dealers which require the delivery to such broker-dealers of the
shares offered hereby which shares such broker-dealer may resell pursuant to
this prospectus. The Selling Shareholders may pledge shares as collateral for
margin accounts and such shares could be resold pursuant to the terms of such
accounts.
The Selling Stockholders and any broker-dealers who act in connection with
the sale of shares hereunder may be deemed to be "underwriters" as that term is
defined under the Securities Act, and any commissions received by them and
profit on any resale of the shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act.
Pursuant to the registration rights agreements with the Selling
Stockholders, the company has agreed to indemnify the Selling Stockholders
against certain liabilities, including certain liabilities under the Securities
Act, or to contribute to payments such Selling Stockholders or underwriters are
required to make in respect of certain losses, claims, damages or liabilities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed by the company with the Commission are
incorporated in this prospectus by reference:
a) The company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1998.
b) The company's definitive proxy statement for the January 14, 1999
annual meeting.
c) The Current Report on Form 8-K filed by the company on September 22,
1998 to report the purchase of Miraglia, Inc., along with the
financial statements of Miraglia, Inc. for the ten months ended May
31, 1998.
d) The company's registration statement on Form S-1 dated November 4,
1994.
e) The company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1998.
All financial statements included in the above-referenced filings should be
read in conjuction 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) of the Exchange Act after the date of this prospectus and before the
termination of the offering covered hereby will be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any subsequently filed document that also is or
is deemed to be incorporated by reference modifies or replaces such statement.
The company will provide, without charge upon oral or written request, to
each person to whom this prospectus is delivered, a copy of any or all of the
documents incorporated by reference, other than exhibits to such documents not
specifically incorporated by reference above. In addition, a copy of the
company's most recent annual report to stockholders will be promptly furnished,
without charge and on oral or written request, to such persons. Requests for
such documents should be directed to the company, 690 East Lamar, Suite 400,
Arlington, Texas 76011, attention: Rick Wessel.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
AVAILABLE INFORMATION
---------------------
The company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements and other information
are available for inspection and copying at the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
common stock trades on the Nasdaq Stock Market under the symbol "FCFS".
Reports, proxy statements and other information concerning the company may be
inspected at the offices of the Nasdaq Stock Market located at 1735 K Street,
NW, Washington, DC 20006-1500.
The company has filed with the SEC in Washington, D.C. a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act
with respect to the securities offered by this prospectus. Certain of the
information contained in the Registration Statement is omitted from this
prospectus, and reference is hereby made to the Registration Statement and
exhibits and schedules relating thereto for further information with respect to
the company and the securities offered by this prospectus. Statements contained
herein concerning the provisions of any document are not necessarily complete
and in each instance reference is made to the copy of the document filed as an
exhibit or schedule to the Registration Statement. Each such statement is
qualified in its entirety by this reference. The Registration Statement and the
exhibits and schedules thereto are available for inspection at, and copies of
such materials may be obtained upon payment of the fees prescribed therefor by
the rules and regulations of the SEC, from the SEC, Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC
maintains a Web Site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC
and the address of the site is http://www.sec.gov.
SEC'S POSITION ON INDEMNIFICATION
---------------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
LEGAL MATTERS
-------------
Certain matters in connection with the resale of the shares by the Selling
Shareholders will be passed upon by Brewer & Pritchard, P.C., Houston, Texas. A
shareholder of Brewer and Pritchard, P.C. owns 5,000 shares of common stock.
EXPERTS
-------
The financial statements as of July 31, 1997 and 1998 and for the years
then ended incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended July 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The financial statements of the company for the year ended July 31, 1996
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended July 31, 1998 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
The financial statements of Miraglia, Inc. for the ten months ended May 31,
1998 incorporated in this prospectus by reference to the Current Report on Form
8-K filed by the Company on September 22, 1998 have been so incorporated in
reliance on the report of Tollefson & Clancey, independent accountants, given
upon their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the company.
Filing Fee for Registration Statement..... $ 13,107.00
NASD Filing Fee........................... -
Printing, Engraving and Mailing Fees...... 500.00
Legal Fees and Expenses................... 5,000.00
Accounting Fees and Expenses.............. 3,000.00
Blue Sky Fees and Expenses................ -
Transfer Agent Fees....................... -
Miscellaneous............................. -
-----------
Total..................................... $ 21,607.00
===========
Item 15. Indemnification of Directors and Officers
Article X of the Certificate of Incorporation of the company provides for
indemnification of officers, directors, agents and employees of the company as
follows:
(a) Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request 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 agent or in any other capacity while serving as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, 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 liability 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 therewith and such indemnification shall 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 her heirs, executors and administrators: provided, however,
that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify 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 or 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 have 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 any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
law.
The foregoing discussion of the company's Certificate of Incorporation, and
of the Delaware General Corporation Law is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and Statutes,
respectively.
Item 16. Exhibits
3.1(1) Amended and Restated Certificate of Incorporation
5.1(1) Opinion of Brewer and Pritchard, PC
10.61(1) Acquisition Agreement for twelve pawnshops in South Carolina
10.62(1) Acquisition Agreement for One Iron Ventures, Inc.
10.63(1) First Cash Financial Services, Inc. 1999 Stock Option Plan
23.1(1) Consents of Deloitte & Touche LLP, PricewaterhouseCoopers LLP, and
Tollefson & Clancey, independent public accountants.
23.2(1) Consent of Brewer and Pritchard PC (contained in Exhibit 5.1)
- ---------------
(1) Filed herein.
Item 17. Undertakings
a) The undersigned registrant hereby undertakes:
1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration 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. 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 and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
iii) To include any material information with respect to the plan of
distribution nor previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a) (1) (I) and (a)
(1) (II) do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by the reference in 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, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13 (a) or 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act nay be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, 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
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, Texas, on January 22, 1999.
FIRST CASH FINANCIAL SERVICES, INC.
-----------------------------------
/s/ PHILLIP E. POWELL
-------------------------------------------
Phillip E. Powell, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ PHILLIP E. POWELL Chairman of the Board and January 22, 1999
------------------------ Chief Executive Officer
Phillip E. Powell
/s/ RICK L. WESSEL President, Chief Financial January 22, 1999
------------------------ Officer, Secretary,
Rick L. Wessel Treasurer and Principal
Accounting Officer
/s/ JOE R. LOVE Director January 22, 1999
------------------------
Joe R. Love
/s/ RICHARD T. BURKE Director January 22, 1999
------------------------
Richard T. Burke