As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ACE CASH EXPRESS, INC.
(Exact name of registrant as specified in its charter)
FORM S-8
Texas 1231 Greenway Drive, Suite 800 75-2142963
(State or other Irving, Texas 75038 (I.R.S. Employer
jurisdiction) (972) 550-5000 Identification No.)
(Address of registrant's
principal executive offices)
ACE CASH EXPRESS, INC.
1997 STOCK OPTION PLAN
ACE CASH EXPRESS, INC. NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN
ACE CASH EXPRESS, INC.
1987 STOCK OPTION PLAN
(Full Title of Plans)
-------------------------------------
Donald H. Neustadt Copy to:
Chief Executive Officer Richard A. Tulli, Esq.
Ace Cash Express, Inc. Gardere & Wynne, L.L.P.
1231 Greenway Drive, Suite 800 1601 Elm Street, Suite 3000
Irving, Texas 75038 Dallas, Texas 75201
(972) 550-5000 (214) 999-3000
(Name and address, including zip code, and telephone number,
including area code, of registrant's agent for service)
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price aggregate offering registration
registered registered per share (4) price fee
- ------------------------------- ----------------- ------------- ----------------- --------------
- ------------------------------- ----------------- ------------- ----------------- --------------
Common Stock, $0.01 par value 315,000 shs.(1) $ 9.063 $ 2,854,845.00 $ 753.68
Common Stock, $0.01 par value 125,000 shs.(2) $ 9.063 $ 1,132,875.00 $ 299.08
Common Stock, $0.01 par value 374,635 shs.(3) $ 9.063 $ 3,395,317.01 $ 896.36
Totals 814,635 shs -- $ 7,383,037.01 $ 1,949.12
=============================== ================= ================ ================= =============
(1) Consists of shares of Common Stock underlying options granted or that may
be granted under the Registrant's 1997 Stock Option Plan, as amended, as
described herein. There are also registered hereby such indeterminate
number of shares as may become issuable by reason of the adjustment
provision of that Plan.
(2) Consists of shares of Common Stock underlying options granted or that may
be granted under the Registrant's Non-Employee Directors Stock Option
Plan, as amended, as described herein. There are also registered hereby
such indeterminate number of shares as may become issuable by reason of
the adjustment provision of that Plan.
(3) Consists of shares of Common Stock underlying options granted under the
Registrant's 1987 Stock Option Plan, as amended and in effect on December
17, 1997, as described herein. There are also registered hereby such
indeterminate number of shares as may become issuable by reason of the
adjustment provision of that Plan.
(4) Estimated solely for calculating the registration fee pursuant to Rule
457(h), based on the average of the high and low prices for the Common
Stock on August 23, 2000, as quoted in the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
1997 Stock Option Plan. By Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Commission") on August 31, 1998,
Registration File Number 333-62571 (the "Initial 1997 Option Plan Registration
Statement"), Ace Cash Express, Inc., a Texas corporation (the "Registrant"),
registered 900,000 shares of its common stock, $0.01 par value per share
("Common Stock"), reserved for issuance from time to time upon exercise of
options granted under the Ace Cash Express, Inc. 1997 Stock Option Plan, as
amended (the "1997 Option Plan"). In 1999, the Registrant's Board of Directors
and shareholders approved an amendment to increase the number of shares of
Common Stock issuable under the 1997 Option Plan to a total of 1,215,000. By
this Registration Statement, the Registrant is registering the additional
315,000 shares of Common Stock underlying options granted or that may be granted
under the 1997 Option Plan. The contents of the Initial 1997 Option Plan
Registration Statement are incorporated by reference herein.
Non-Employee Directors Stock Option Plan. By Registration Statement on
Form S-8 filed with the Commission on March 15, 1996, Registration File Number
333-2640 (the "Initial Directors Option Plan Registration Statement"), the
Registrant registered 60,000 shares of its Common Stock reserved for issuance
from time to time upon exercise of options granted under the Ace Cash Express,
Inc. Non-Employee Directors Stock Option Plan (the "Directors Option Plan").
Since the date of the Initial Directors Option Plan Registration Statement, the
Registrant has declared and paid a stock dividend in the form of a three-for-two
stock split to its shareholders of record on November 15, 1996, which resulted
in a total of 90,000 shares of Common Stock being reserved for issuance under
the Directors Option Plan, and an additional stock dividend in the form of a
three-for-two stock split to its shareholders of record on November 30, 1997,
which resulted in a total of 135,000 shares of Common Stock being reserved for
issuance under the Directors Option Plan.
In 1998, the Registrant's Board of Directors and shareholders approved an
amendment to the Directors Option Plan to increase the number of shares of
Common Stock issuable under the Directors Option Plan to a total of 260,000. By
this Registration Statement, the Registrant is registering the additional
125,000 shares of Common Stock underlying options granted or that may be granted
under the Directors Option Plan (as amended). The contents of the Initial
Directors Option Plan Registration Statement are incorporated by reference
herein.
1987 Stock Option Plan. By Registration Statement on Form S-8 filed with
the Commission on December 17, 1992, Registration File Number 33-55898 (the
"Initial 1987 Option Plan Registration Statement"), the Registrant registered
320,000 shares of its Common Stock reserved for issuance from time to time upon
exercise of options granted under the Ace Cash Express, Inc. 1987 Stock Option
Plan (the "1987 Option Plan"). Since the date of the Initial 1987 Option Plan
Registration Statement, the Registrant has declared and paid a stock dividend in
the form of a three-for-two stock split to its shareholders of record on
November 15, 1996, which resulted in a total of 480,000 shares of Common Stock
being reserved for issuance under the 1987 Option Plan, and an additional stock
dividend in the form of a three-for-two stock split to its shareholders of
record on November 30, 1997, which resulted in 720,000 shares of Common Stock
being reserved for issuance under the 1987 Option Plan.
In 1994, and again in 1996, the Registrant's Board of Directors and
shareholders approved amendments to the 1987 Option Plan to increase the number
of shares of Common Stock issuable under the 1987 Option Plan. On December 17,
1997, the 1987 Option Plan (as amended) expired, meaning that the Registrant
could not grant any further or additional stock options thereunder, but that the
stock options outstanding thereunder would continue to be exercisable in
accordance with their terms and the terms of the 1987 Option Plan as amended and
in effect as of December 17, 1997. As a result of the amendments and the
expiration, a total of 1,094,635 shares of Common Stock underlie options granted
under the 1987 Option Plan (as amended).
By this Registration Statement, the Registrant is registering the
additional 374,635 shares of Common Stock underlying options granted under the
1987 Option Plan (as amended). The contents of the Initial 1987 Option Plan
Registration Statement are incorporated by reference herein.
Item 8. Exhibits
* 4.1 Composite Ace Cash Express, Inc. 1997 Stock Option Plan (as amended
through September 23, 1999).
* 4.2 Composite Ace Cash Express, Inc. Non-Employee Directors Stock Option
Plan (as amended through August 17, 1998).
* 4.3 Composite Ace Cash Express, Inc.1987 Stock Option Plan (as amended and
in effect on December 17, 1997).
* 5.1 Opinion of Gardere & Wynne, L.L.P.
* 23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit 5.1).
24 Power of Attorney (set forth on the signature pages of the
Registration Statement).
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* Filed herewith
SIGNATURES
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 Irving, State of Texas, on the 30th day of August,
2000.
ACE CASH EXPRESS, INC.
(Registrant)
By:/s/ Donald H. Neustadt
--------------------------------
Donald H. Neustadt
Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Donald H. Neustadt and Jay B. Shipowitz, and each of them (with full power in
each of them to act alone), his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign and to
file with the Commission any and all amendments to this Registration Statement
and any and all exhibits, certificates, and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 below.
Name Title Date
/s/ Raymond C. Hemmig Chairman of the Board, August 16, 2000
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Raymond C. Hemmig Director
/s/ Donald H. Neustadt Chief Executive Officer and August 16, 2000
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Donald H. Neustadt Director (Principal Executive Officer)
/s/ Jay B. Shipowitz President, Chief Operating Officer, and August 16, 2000
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Jay B. Shipowitz Director
/s/ Debra A. Bradford Senior Vice President, Chief Financial Officer, August 16, 2000
- ----------------------------- Secretary, and Treasurer (Principal Financial
Debra A. Bradford and Accounting Officer)
/s/ Howard W. Davis Director August 16, 2000
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Howard W. Davis
/s/ Marshall B. Payne Director August 16, 2000
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Marshall B. Payne
/s/ Edward W. Rose, III Director August 16, 2000
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Edward W. Rose, III
/s/ Charles Daniel Yost Director August 16, 2000
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Charles Daniel Yost
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
* 4.1 Composite Ace Cash Express, Inc. 1997 Stock Option Plan (as
amended through September 23, 1999).
* 4.2 Composite Ace Cash Express, Inc. Non-Employee Directors Stock
Option Plan (as amended through August 17, 1998).
* 4.3 Composite Ace Cash Express, Inc. 1987 Stock Option Plan (as
amended and in effect on December 17, 1997).
* 5.1 Opinion of Gardere & Wynne, L.L.P.
* 23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gardere & Wynne, L.L.P. (included as part of
Exhibit 5.1).
24 Power of Attorney (set forth on the signature pages of the
registration statement).
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* Filed herewith