1 As filed with the Securities and Exchange Commission on May 22, 1998 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RENTERS CHOICE, 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) 13800 MONTFORT DRIVE, SUITE 300 DALLAS, TEXAS 75240 (Address of principal executive offices) (zip code) AMENDED AND RESTATED 1994 RENTERS CHOICE, INC. LONG-TERM INCENTIVE PLAN (Full title of the plan) DANNY Z. WILBANKS 13800 MONTFORT DRIVE, SUITE 300 DALLAS, TEXAS 75240 (Name and address of agent for service) (972) 419-2652 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share 1,500,000 $27.72* $41,580,000* $12,266.10 - ------------------------------------------------------------------------------------------------------------------------- * 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 May 18, 1998 (as reported on The Nasdaq Stock Market, Inc.). 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is filed in order to register an additional 1,500,000 shares of common stock, par value $.01 per share, of Renters Choice, Inc. for issuance pursuant to the 1994 Renters Choice, Inc. Long-Term Incentive Plan (as amended, the "Plan"). The contents of that earlier Registration Statement (Registration No. 33-98800), which registered 1,500,000 shares (on a post-split basis) for issuance under the Plan was filed on October 31, 1995, are hereby incorporated by reference. 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 Power of Attorney (See Page II-1 of this Registration Statement).* 99.1 Amended and Restated 1994 Renters Choice, Inc. Long-Term Incentive Plan.* - --------------------- * Filed herewith. 3 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 Dallas, State of Texas, on May 22, 1998. RENTERS CHOICE, INC. By: /s/ J. ERNEST TALLEY ---------------------------------- J. Ernest Talley Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints J. Ernest Talley and Danny Z. Wilbanks, 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. II-1 4 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 and Title Date ------------------- ---- /s/ J. ERNEST TALLEY May 22, 1998 - ------------------------------------------- J. Ernest Talley Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ MARK E. SPEESE May 22, 1998 - ------------------------------------------- Mark E. Speese President, Chief Operating Officer and Director /s/ DANNY Z. WILBANKS May 22, 1998 - ------------------------------------------- Danny Z. Wilbanks Senior Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ J. V. LENTELL May 22, 1998 - ------------------------------------------- J. V. Lentell Director /s/ JOSEPH V. MARINER, JR. May 22, 1998 - ------------------------------------------- Joseph V. Mariner, Jr. Director /s/ REX W. THOMPSON May 22, 1998 - ------------------------------------------- Rex W. Thompson Director II-2 5 INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 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 Power of Attorney (See Page II-1 of this Registration Statement).* 99.1 Amended and Restated 1994 Renters Choice, Inc. Long-Term Incentive Plan.* - --------------------- * Filed herewith.