Registration No. 333-
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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WORLD ACCEPTANCE CORPORATION
(Exact name of registrant, as specified in its charter)
SOUTH CAROLINA 57-0425114
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
108 Frederick Street
Greenville, South Carolina 29607
(864) 298-9800
(Address of principal executive officers)
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WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
(Full title of the plan)
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A. ALEXANDER McLEAN, III
108 Frederick Street
Greenville, South Carolina 29607
(Name and address of agent for service)
(864) 298-9800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit price registration fee
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Common Stock, no par value(1) 1,500,000 shares $6.1875(1) $9,281,250(1) $2,812.50
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the World Acceptance Corporation Retirement
Savings Plan.
(2) In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
is computed on the basis of the average high and low prices for Common
Stock on October 11, 1996 as reported on the NASDAQ National Market System.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by World Acceptance Corporation (the "Registrant") and the
World Acceptance Corporation Retirement Savings Plan (the "Plan") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended March 31,
1996;
(b) All other reports filed by the Registrant or the Plan pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since March 31, 1996 and through the date of this filing;
(c) The description of the Registrant's Common Stock, no par value contained
in the Registrant's Registration Statement on Form 8-A filed October 18, 1991,
including any amendment or report filed for the purpose of updating such
description; and
(d) All documents subsequently filed by the Registrant or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 or 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 hereby have
been sold or which deregisters all securities then remaining unsold from the
date of filing such documents with the Commission.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document (which also is or
is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 33-2-102(e) of the South Carolina Business Corporation Act of 1988
(the "SCBCA") enables a corporation that has either (i) a class of voting shares
registered pursuant to Section 12 of the Securities Exchange Act of 1934, (ii)
gross assets of twenty-five million dollars, or (iii) five hundred or more
shareholders of any class of stock, to eliminate or limit, through provisions in
its original or amended articles of incorporation, the personal liability of a
director for violations of the director's fiduciary duties, except (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) any liability imposed pursuant
to Section 33-8-330 of the SCBCA (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions), or
(iv) for any transaction from which a director derived an improper personal
benefit. The Company's articles of incorporation contain provisions limiting the
personal liability of its directors to the fullest extent permitted by the
SCBCA.
Sections 33-8-500 to 33-8-580 of the SCBCA provide that a corporation may
indemnify any persons, including officers and directors, who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such officer,
director, employee, or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings had no reasonable cause to believe that the
challenged conduct was unlawful. A South Carolina corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
provide indemnification against the expenses that such officer or director
actually and reasonably incurred.
The Company's articles of incorporation provide for indemnification of
directors and officers of the Company to the fullest extent permitted by the
SCBCA.
Section 33-8-570 of the SCBCA authorizes the Company to provide liability
insurance for directors and officers for certain losses arising from claims or
charges made against them while acting in their capacities as directors or
officers of the Company.
The Company has obtained policies insuring its directors and officers and
directors and officers of its subsidiary companies, and the Company and its
subsidiary companies to the extent they may be required or permitted to
indemnify such officers or directors, against certain liabilities arising from
acts or omissions in the
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discharge of their duties that they shall become legally obligated to pay. These
policies cover claims made during a one-year period, provide a maximum coverage
of $2 million and (subject to certain enumerated exclusions) cover all losses
above the deductible amount. The deductible amount is $0 for claims of each
director, $0 for aggregate claims of directors and officers, and $150,000 for
claims of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index on page 8.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 (the "Securities Act");
(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 hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(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
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of the Plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new
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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) The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Greenville, State of South Carolina, on this 16th day
of October, 1996.
WORLD ACCEPTANCE CORPORATION
By: /s/ A. Alexander McLean, III
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A. Alexander McLean, III
Executive Vice President and
Chief Financial Officer
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. Each person whose signature appears below
hereby authorizes Charles D. Walters and A. Alexander McLean, III, or either of
them, as attorney-in-fact, with full power of substitution, to sign on his or
her behalf, individually and in such capacity stated below, and to file any
amendments, including post-effective amendments or supplements, to this
Registration Statement.
NAME TITLE DATE
/s/ Charles D. Walters Chairman of the October 16, 1996
---------------------- Board and Chief
Charles D. Walters Executive Officer
(Principal Executive
Officer)
/s/ A. Alexander McLean, III Director, Executive October 16, 1996
-------------------------- Vice President and
A. Alexander McLean, III Chief Financial
Officer (Principal
Financial Officer and
Accounting Officer)
/s/ R. Harold Owens Director October 16, 1996
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R. Harold Owens
/s/ James R. Gilreath Director October 16, 1996
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James R. Gilreath
/s/ William S. Hummers, III Director October 16, 1996
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William S. Hummers, III
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/s/ Charles D. Way Director October 16, 1996
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Charles D. Way
/s/ Ken R. Bramlett, Jr. Director October 16, 1996
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Ken R. Bramlett, Jr.
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
World Acceptance Corporation Retirement Savings Plan Advisory Committee has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, State of North
Carolina, on October 16, 1996.
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
By: World Acceptance Corporation Retirement Savings Plan
Advisory Committee
By: /s/ Charles D. Walters
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Charles D. Walters, Committee Member
By: /s/ A. Alexander McLean, III
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A. Alexander McLean, III, Committee Member
By: /s/ R. Harold Owens
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R. Harold Owens, Committee Member
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EXHIBIT INDEX
Exhibit Number Description
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4.1 World Acceptance Corporation Retirement Savings Plan, as
amended
24.1 Consent of KPMG Peat Marwick LLP