As filed with the Securities and Exchange Commission on December 31, 2002
Registration No. 333-62582
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
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 45-0491516
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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)
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EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
A. CORPORATE REORGANIZATION.
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 (this "POST-EFFECTIVE AMENDMENT") is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), to reflect the
new holding company organizational structure of Rent-A-Center, Inc., a Delaware
corporation (the "REGISTRANT"), effected in accordance with Section 251(g) of
the Delaware General Corporation Law (the "DGCL"). The holding company
organizational structure was effected pursuant to an Agreement and Plan of
Merger (the "PLAN OF MERGER") among Rent-A-Center East, Inc. (formerly,
Rent-A-Center, Inc.), a Delaware corporation (the "PREDECESSOR"), the Registrant
(formerly, Rent-A-Center Holdings, Inc.) and RAC Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Registrant (the "MERGER SUB").
The Plan of Merger provided for the merger of the Merger Sub with and into the
Predecessor, with the Predecessor continuing as the surviving corporation and
becoming a wholly-owned subsidiary of the Registrant (the "MERGER"). Prior to
the Merger, the Registrant was a direct, wholly-owned subsidiary of the
Predecessor, organized for the purpose of implementing the holding company
organizational structure. In connection with the Merger, the Predecessor's name
was changed to "Rent-A-Center East, Inc." and the Registrant's name was changed
to "Rent-A-Center, Inc."
By operation of the Merger, all of the Predecessor's common stock, par
value $0.01 per share (the "PREDECESSOR COMMON STOCK"), issued and outstanding
or held in treasury, was converted, on a share for share basis, into common
stock, par value $0.01 per share, of the Registrant (the "REGISTRANT COMMON
STOCK") and each outstanding option to purchase shares of the Predecessor Common
Stock under the Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
Plan (the "PLAN") automatically converted into an option to purchase, upon the
same terms and conditions, an identical number of shares of the Registrant
Common Stock. In connection with the Merger, the Registrant adopted and assumed,
as its own, all of the rights, interests, obligations and liabilities of the
Predecessor under the Plan.
In accordance with Rule 414, the Registrant, as the successor issuer to
the Predecessor, hereby expressly adopts this Registration Statement No.
333-62582 as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").
The applicable registration fees were paid at the time of the original
filing of the registration statement.
B. RECENT DEVELOPMENTS.
On December 18, 2002, we announced we entered into a definitive
agreement with Rent-Way, Inc. ("RENT-WAY"), an operator of rent-to-own stores,
and certain of Rent-Way's operating subsidiaries pursuant to which we will
acquire substantially all of the assets of 295 rent-to-own stores from Rent-Way
and its subsidiaries for an aggregate purchase price of $101.5 million in cash.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Post-Effective Amendment the following documents filed by the Predecessor or the
Registrant, as the case may be, with the Commission:
(a) the Predecessor's Annual Report on Form 10-K for the year
ended December 31, 2001;
(b) the Predecessor's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002;
(c) the Predecessor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002;
(d) the Predecessor's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2002;
(e) those portions in Item 7 of, and the exhibits to, the
Predecessor's Current Reports on Form 8-K filed August 12,
2002 (but specifically excluding those portions merely
furnished to the Commission under Item 9);
(f) those portions in Item 7 of, and the exhibits to, the
Predecessor's Current Report on Form 8-K filed November 12,
2002 (but specifically excluding those portions merely
furnished to the Commission under Item 9);
(g) the Predecessor's Current Report on Form 8-K filed December
31, 2002;
(h) the Registrant's Current Report on Form 8-K filed December 31,
2002; and
(i) the description of the Predecessor Common Stock contained in
the Predecessor's Registration Statement on Form 8-A filed by
the Predecessor 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 pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Post-Effective
Amendment 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
Post-Effective Amendment and to be a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Subsection (a) of Section 145 of the DGCL, empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in
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settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any such action, suit or proceeding referred to in
subsections (a) and (b) of Section 145 or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith; that the indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights which the indemnified party may be
entitled; that indemnification provided by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that a corporation may
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liabilities under Section 145.
Certificate of Incorporation
The Registrant's certificate of incorporation provides that its
directors shall not be personally liable to the Registrant or to the
Registrant's stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:
o for any breach of the director's duty of loyalty to the
Registrant or the Registrant's stockholders,
o for acts or occasions not in good faith or which involve
intentional misconduct or a knowing violation of law,
o in respect of certain unlawful dividend payments or stock
purchases or redemptions, or
o for any transaction from which the director derived an
improper personal benefit.
If the DGCL is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of the Registrant's
directors, in addition to the limitation on personal liability provided in the
certificate of incorporation, will be limited to the fullest extent permitted by
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the DGCL. Further, if such provision of the certificate of incorporation is
repealed or modified by the Registrant's stockholders, such repeal or
modification will be prospective only, and will not adversely affect any
limitation on the personal liability of directors arising from an act or
omission occurring prior to the time of such repeal or modification.
Bylaws
The Registrant's bylaws provide that the Registrant shall indemnify and
hold harmless its directors threatened to be or made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that such
person is or was a director of the Registrant, whether the basis of such a
proceeding is alleged action in such person's official capacity or in another
capacity while holding such office, to the fullest extent authorized by the DGCL
or any other applicable law, against all expense, liability and loss actually
and reasonably incurred or suffered by such person in connection with such
proceeding, so long as a majority of a quorum of disinterested directors, the
stockholders or legal counsel through a written opinion determines that such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the Registrant's best interests, and in the case of a
criminal proceeding, such person had no reasonable cause to believe his or her
conduct was unlawful. Such indemnification shall continue as to a person who has
ceased to serve in the capacity which initially entitled such person to
indemnity thereunder and shall inure to the benefit of his or her heirs,
executors and administrators. The bylaws also contain certain provisions
designed to facilitate receipt of such benefits by any such persons, including
the prepayment of any such benefit.
Insurance
The Registrant has obtained a directors' and officers' liability
insurance policy insuring the directors and officers of the Registrant against
certain losses resulting from wrongful acts committed by them as directors and
officers of the Registrant, including liabilities arising under the Securities
Act.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1(1) Form of Certificate evidencing Common Stock.
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 of Mark E. Speese.
24.2* Power of Attorney of Laurence M. Berg.
24.3* Power of Attorney of Mary Elizabeth Burton.
24.4* Power of Attorney of Peter P. Copses.
24.5* Power of Attorney of Mitchell E. Fadel.
24.6* Power of Attorney of Andrew S. Jhawar.
24.7* Power of Attorney of J.V. Lentell.
99.1* Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
Plan.
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* Filed Herewith.
(1) Incorporated herein by reference to Exhibit 4.1 to the Predecessor's
Registration Statement on Form S-4 filed on January 19, 1999.
ITEM 9. UNDERTAKINGS.
(a) The 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;
(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 thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement;
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(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 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 Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall
be deemed to be a new 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) 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
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Plano, State of Texas, on December 31, 2002.
RENT-A-CENTER, INC.
By: /s/ Mark E. Speese
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Mark E. Speese
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Mark E. Speese Chairman of the Board and Chief Executive Officer December 31, 2002
----------------------------------- (Principal Executive Officer)
Mark E. Speese
/s/ Robert D. Davis Senior Vice President of Finance, Chief
----------------------------------- Financial Officer and Treasurer (Principal December 31, 2002
Robert D. Davis Financial and Accounting Officer)
* Director December 31, 2002
-----------------------------------
Laurence M. Berg
* Director December 31, 2002
-----------------------------------
Mary Elizabeth Burton
* Director December 31, 2002
-----------------------------------
Peter P. Copses
* Director December 31, 2002
-----------------------------------
Mitchell E. Fadel
* Director December 31, 2002
-----------------------------------
Andrew S. Jhawar
* Director December 31, 2002
-----------------------------------
J.V. Lentell
*/s/ Mark E. Speese
-----------------------------------
Mark E. Speese, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1(1) Form of Certificate evidencing Common Stock.
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 of Mark E. Speese.
24.2* Power of Attorney of Laurence M. Berg.
24.3* Power of Attorney of Mary Elizabeth Burton.
24.4* Power of Attorney of Peter P. Copses.
24.5* Power of Attorney of Mitchell E. Fadel.
24.6* Power of Attorney of Andrew S. Jhawar.
24.7* Power of Attorney of J.V. Lentell.
99.1* Amended and Restated Rent-A-Center, Inc. Long-Term Incentive
Plan.
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* Filed Herewith.
(1) Incorporated herein by reference to Exhibit 4.1 to the Predecessor's
Registration Statement on Form S-4 filed on January 19, 1999.