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As filed with the Securities and Exchange Commission on March 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RENT-A-CENTER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 48-1024367
(State of Incorporation) (I.R.S. Employer Identification No.)
5700 TENNYSON PARKWAY, THIRD FLOOR, PLANO, TEXAS 75024
(Address of principal executive offices) (zip code)
RENT-A-CENTER, INC. 401(k) RETIREMENT
SAVINGS PLAN
(Full title of the plan)
ROBERT D. DAVIS
SENIOR VICE PRESIDENT-FINANCE
5700 TENNYSON PARKWAY
THIRD FLOOR
PLANO, TEXAS 75024
(Name and address for agent for service)
(972) 801-1100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered(1) Per Share(2) Offering Price(2) Registration Fee(2)
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Common Stock, $.01 par 1,500,000 $15.50 $23,250,000 $6,138
value per share
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(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
plan named above.
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based on the
average of the high and low prices of the Common Stock on the Nasdaq
National Market on March 10, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933 is
omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Rent-A-Center, Inc. (the "Registrant") and the Rent-A-Center, Inc.
401(k) Retirement Savings Plan (the "Plan") incorporate by reference into this
Registration Statement the following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended;
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since December 31, 1998;
(c) The description of the Registrant's common stock, par value $.01 per
share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A filed by the Registrant with the Commission
pursuant to Section 12 of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description; and
(d) The Plan's Annual Report on Form 11-K for the year ended December 31,
1998.
All documents filed by the Registrant and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 hereof from the date
of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE GENERAL CORPORATION LAW ("DGCL")
Section 145 (a) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 (b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
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Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145. Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Amended and Restated Certificate of Incorporation of the Registrant
provides that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the company or its stockholders, (ii) for acts or occasions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock purchases
or redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. If the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Registrant, in addition to the limitation on personal liability
provided in the Amended and Restated Certificate of incorporation, will be
limited to the fullest extent permitted by the DGCL, as amended. Further, any
repeal or modification of such provision of the Amended and Restated Certificate
of Incorporation by the stockholders of the Registrant will be prospective only,
and will not adversely affect any limitation on the personal liability of a
director of the Registrant arising from an act or omission occurring prior to
the time of such repeal or modification.
AMENDED AND RESTATED BYLAWS
The Amended and Restated Bylaws of the Registrant provide that each
person who at any time is or was a director of the Registrant, and is threatened
to be or is made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative (a "Proceeding"), by reason of the fact that such person is or was
a director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, venturer, proprietor, member,
employee, trustee, agent or similar
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functionary of another domestic or foreign corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other for-profit
or non-profit enterprise, whether the basis of a Proceeding is alleged action in
such person's official capacity or in another capacity while holding such
office, shall be indemnified and held harmless by the Registrant to the fullest
extent authorized by the DGCL or any other applicable law as may from time to
time be in effect (but, in the case of any such amendment or enactment, only to
the extent that such amendment or statute permits the Registrant to provide
broader indemnification rights than such law prior to such amendment or
enactment permitted the Registrant to provide), against all expense, liability
and loss (including, without limitation, court costs and attorneys' fees,
judgments, fines, excise taxes or penalties, and amounts paid or to be paid in
settlement) actually and reasonably incurred or suffered by such person in
connection with a Proceeding, so long as a majority of a quorum of disinterested
directors, the stockholders or legal counsel through a written opinion
determines that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant, and in
the case of a criminal Proceeding, such person had no reasonable cause to
believe his conduct was unlawful. Such indemnification shall continue as to a
person who has ceased to serve in the capacity which initially entitled such
person to indemnity thereunder and shall inure to the benefit of his or her
heirs, executors and administrators. The Amended and Restated Bylaws also
contain certain provisions designed to facilitate receipt of such benefits by
any such persons, including the prepayment of any such benefit.
INDEMNIFICATION AGREEMENTS
The Registrant has also entered into Indemnification Agreements
pursuant to which it has agreed to indemnify certain of its directors and
officers against judgments, claims, damages, losses and expenses incurred as a
result of the fact that any director or officer, in his capacity as such, is
made or threatened to be made a party to any suit or proceeding. Such persons
will be indemnified to the fullest extent now or hereafter permitted by the
DGCL. The Indemnification Agreements also provide for the advancement of certain
expenses to such directors and officers in connection with any such suit or
proceeding.
INSURANCE
The Registrant has obtained a directors' and officers' liability
insurance policy insuring its directors and officers against certain losses
resulting from wrongful acts committed by them in their capacities as directors
and officers of the Company, including liabilities arising under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Certificate of Incorporation of the Registrant. Incorporated herein
by reference to Exhibit 3.2 to Registrant's annual report on Form
10-K for the year ended December 31, 1994 and Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the quarter ended
September 30, 1996.
4.2 Bylaws of the Registrant. Incorporated herein by reference to
Exhibit 3.3 to Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1999.
23.1 Consent of Grant Thornton LLP.
24.1 Power of Attorney.
In lieu of filing an opinion of counsel or an Internal Revenue Service
determination letter as required by Item 601(b)(5)(ii) of Regulation S-K, the
Registrant undertakes to submit the Plan, as amended and restated to date, to
the IRS in a timely manner and will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
(a) The 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 of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those
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paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, 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 of 1933 may 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such 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 Act and
will be governed by the final adjudication of such issue.
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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 Plano, State of Texas on March 10, 2000.
RENT-A-CENTER, INC.
By: /s/ J. ERNEST TALLEY
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J. Ernest Talley
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 10, 2000.
SIGNATURE TITLE
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/s/ J. ERNEST TALLEY
- ------------------------------ Chairman of the Board, Chief Executive
J. Ernest Talley Officer and Director
(Principal Executive Officer)
/s/ ROBERT D. DAVIS
- ------------------------------ Senior Vice President-Finance, Chief
Robert D. Davis Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ MARK E. SPEESE Vice Chairman of the Board and Director
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Mark E. Speese
/s/ J. V. LENTELL
- ------------------------------ Director
J. V. Lentell
/s/ JOSEPH V. MARINER, JR.
- ------------------------------ Director
Joseph V. Mariner, Jr.
/s/ L. DOWELL ARNETTE
- ------------------------------ Director and President
L. Dowell Arnette
/s/ PETER P. COPSES
- ------------------------------ Director
Peter P. Copses
/s/ LAURENCE M. BERG
- ------------------------------ Director
Laurence M. Berg
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Plano, State of Texas, on March 10, 2000.
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RENT-A-CENTER, INC. 401(K) RETIREMENT
SAVINGS PLAN
By: Rent-A-Center, Inc.
Plan Administrator
By: /s/ ROBERT D. DAVIS
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Robert D. Davis
Senior Vice President - Finance,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Pages
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4.1 Certificate of Incorporation of the Registrant. Incorporated
herein by reference to Exhibit 3.2 to Registrant's annual
report on Form 10-K for the year ended December 31, 1994 and
Exhibit 3.2 to the Registrant's quarterly report on Form 10-Q
for the quarter ended September 30, 1996.
4.2 Bylaws of the Registrant. Incorporated herein by reference to
Exhibit 3.3 to Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1999.
23.1 Consent of Grant Thornton LLP.
24.1 Power of Attorney.