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As filed with the Securities and Exchange Commission on June 8, 2001
Registration No.
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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 or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5700 TENNYSON PARKWAY, THIRD FLOOR
PLANO, TEXAS 75024
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
RENT-A-CENTER, INC.
LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
ROBERT D. DAVIS
5700 TENNYSON PARKWAY, THIRD FLOOR
DALLAS, TEXAS 75024
(Name and Address of Agent For Service)
(972) 801-1100
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Stock,
par value $0.01
per share 1,700,000 $46.975* $79,857,500* $19,964
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* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h). Pursuant to Rule 457(h), this estimate is
based upon the average of the high and low prices of the Registrant's
common stock, par value $0.01 per share, on June 4, 2001 (as reported
on The Nasdaq Stock Market, Inc.).
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed in order to register
an additional 1,700,000 shares of common stock, par value $.01 per share, of
Rent-A-Center, Inc. (f/k/a Renters Choice, Inc.) for issuance pursuant to the
Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan (as amended,
the "Plan"). The contents of (i) that earlier Registration Statement
(Registration No. 33-98800), which registered 1,500,000 shares (on a post-split
basis) for issuance under the Plan, filed October 31, 1995, (ii) that subsequent
Registration Statement (Registration No. 333-53471), which registered 1,500,000
shares (on a post-split basis) for issuance under the Plan, filed May 22, 1998,
(iii) that subsequent Registration Statement (Registration No. 333-66645), which
registered 1,500,000 shares (on a post-split basis) for issuance under the Plan,
filed November 2, 1998, and (iv) that subsequent Registration Statement
(Registration No. 333-40958), which registered 1,700,000 shares (on a post-split
basis) for issuance under the Plan, filed July 7, 2000, are each hereby
incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates 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, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2001;
(c) The Registrant's Current Report on Form 8-K filed May 11,
2001;
(d) The Registrant's Current Report on Form 8-K filed May 22,
2001; and
(e) 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.
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 8. EXHIBITS
5.1* Opinion of Winstead Sechrest & Minick P.C. regarding the validity of
the securities being registered.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Winstead Sechrest & Minick P.C. (included as part of
Exhibit 5.1).
24.1* Power of Attorney (See Page II-2 of this Registration Statement).
99.1* Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan.
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* Filed herewith.
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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 Plano, State of Texas, on June 8, 2001.
RENT-A-CENTER, INC.
By: /s/ J. Ernest Talley
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J. Ernest Talley
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints J. Ernest Talley and Robert D.
Davis, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign any and all
documents relating to this Registration Statement, including any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits and supplements thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such 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 in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any 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 dates indicated.
Signature Title Date
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/s/ J. Ernest Talley Chairman of the Board and June 8, 2001
- ------------------------- Chief Executive Officer (Principal
J. Ernest Talley Executive Officer)
/s/ Robert D. Davis Senior Vice President of Finance, June 8, 2001
- ------------------------- Chief Financial Officer and
Robert D. Davis Treasurer (Principal Financial and
Accounting Officer)
/s/ L. Dowell Arnette Director June 8, 2001
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L. Dowell Arnette
/s/ Laurence M. Berg Director June 8, 2001
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Laurence M. Berg
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Signature Title Date
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/s/ Peter P. Copses Director June 8, 2001
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Peter P. Copses
/s/ Mitchell E. Fadel Director June 8, 2001
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Mitchell E. Fadel
/s/ J. V. Lentell Director June 8, 2001
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J. V. Lentell
/s/ Mark E. Speese Director June 8, 2001
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Mark E. Speese
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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5.1* Opinion of Winstead Sechrest & Minick P.C. regarding the validity of
the securities being registered.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Winstead Sechrest & Minick P.C. (included as part of
Exhibit 5.1).
24.1* Power of Attorney (See Page II-2 of this Registration Statement).
99.1* Amended and Restated Rent-A-Center, Inc. Long-Term Incentive Plan.
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* Filed herewith.