1
As filed with the Securities and Exchange Commission on November 2, 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 $ 25.59* $38,385,000* $10,672.59
- ------------------------------------------------------------------------------------------------------------
* 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 October 28, 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, filed October 31,
1995, and 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, 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).*
24.1 Power of Attorney (See Page II-2 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 November 2, 1998.
RENTERS CHOICE, INC.
By: /s/ J. ERNEST TALLEY
---------------------------------
J. Ernest Talley
Chairman of the Board and
Chief Executive Officer
II-1
4
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.
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
--------- ----- ----
/s/ ERNEST TALLEY
- --------------------------------
J. Ernest Talley Chairman of the Board and November 2, 1998
Chief Executive Officer (Principal
Executive Officer)
/s/ MARK E. SPEESE
- --------------------------------
Mark E. Speese President, Chief Operating Officer November 2, 1998
and Director
/s/ DANNY Z. WILBANKS
- --------------------------------
Danny Z. Wilbanks Senior Vice President of Finance November 2, 1998
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
II-2
5
Signature Title Date
--------- ----- ----
/s/ J. V. LENTELL
- --------------------------------
J. V. Lentell Director November 2, 1998
/s/ JOSEPH V. MARINER, JR.
- --------------------------------
Joseph V. Mariner, Jr. Director November 2, 1998
/s/ REX W. THOMPSON
- --------------------------------
Rex W. Thompson Director November 2, 1998
/s/ LAURENCE M. BERG
- --------------------------------
Laurence M. Berg Director November 2, 1998
/s/ PETER P. COPSES
- --------------------------------
Peter P. Copses Director November 2, 1998
II-3
6
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
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 1994 Renters Choice, Inc. Long-Term Incentive
Plan.*