As filed with the Securities and Exchange Commission on February 27, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ACE CASH EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 75-2142963
(State or other jurisdiction of 1231 GREENWAY DRIVE, SUITE 600 (I.R.S. Employer
incorporation or organization) IRVING, TEXAS 75038 Identification No.)
(972) 550-5000
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(Address of registrant's principal executive offices)
ACE CASH EXPRESS, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
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Donald H. Neustadt Copy to:
Chief Executive Officer Richard A. Tulli, Esq.
Ace Cash Express, Inc. Gardere Wynne Sewell LLP
1231 Greenway Drive, Suite 600 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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<Caption>
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(2) PRICE REGISTRATION FEE
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Common Stock, $0.01 par value 500,000 shs.(1) $8.705 $4,352,500 $400.43
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(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) 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 February 25, 2002, as quoted in the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
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 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 "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 Plan to a total of 1,215,000. By
Registration Statement on Form S-8 filed with the Commission on August 30, 2000,
Registration File Number 333-44832 (the "Second Plan Registration Statement"),
the Registrant registered the additional 315,000 shares of Common Stock reserved
for issuance from time to time upon exercise of options granted under the Plan.
In 2000, the Registrant's Board of Directors and shareholders approved an
amendment to increase the number of shares of Common Stock issuable under the
Plan to a total of 1,715,000. By this Registration Statement, the Registrant is
registering the additional 500,000 shares of Common Stock underlying options
granted or that may be granted under the Plan. The contents of both the Initial
Plan Registration Statement and the Second 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 26, 2000).
* 5.1 Opinion of Gardere Wynne Sewell LLP
* 23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gardere Wynne Sewell LLP (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 26th day of February,
2002.
ACE CASH EXPRESS, INC.
(Registrant)
By: /s/ Donald H. Neustadt
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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.
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Name Title Date
- ---- ----- ----
/s/ Raymond C. Hemmig Chairman of the Board, February 26, 2002
- --------------------------------------- Director
Raymond C. Hemmig
/s/ Donald H. Neustadt Chief Executive Officer and February 26, 2002
- --------------------------------------- Director (Principal Executive Officer)
Donald H. Neustadt
/s/ Jay B. Shipowitz President, Chief Operating Officer, and February 26, 2002
- --------------------------------------- Director
Jay B. Shipowitz
/s/ Joe W. Conner Senior Vice President, Chief Financial Officer, February 26, 2002
- --------------------------------------- Secretary, and Treasurer (Principal Financial
Joe W. Conner and Accounting Officer)
/s/ Michael S. Rawlings Director February 26, 2002
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Michael S. Rawlings
/s/ Marshall B. Payne Director February 26, 2002
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Marshall B. Payne
/s/ Edward W. Rose, III Director February 26, 2002
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Edward W. Rose, III
/s/ Charles Daniel Yost Director February 26, 2002
- ---------------------------------------
Charles Daniel Yost
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INDEX TO EXHIBITS
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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* 4.1 Composite Ace Cash Express, Inc. 1997 Stock Option Plan (as amended
through September 26, 2000).
* 5.1 Opinion of Gardere Wynne Sewell LLP
* 23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gardere Wynne Sewell LLP (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