As filed with the Securities and Exchange Commission on August 16, 2005

Registration No. 333-116684

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RENT-A-CENTER, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		45-0491516 (I.R.S. Employer Identification No.)

5700 Tennyson Parkway, Third Floor
Plano, Texas 75024
(972) 801-1100
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Mitchell E. Fadel
5700 Tennyson Parkway, Third Floor
Dallas, Texas 75024
(972) 801-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

 

 

DEREGISTRATION OF SECURITIES

     Pursuant to a Registration Statement on Form S-3 (File No. 333-116684) (the “Registration Statement”), Rent-A-Center, Inc., the registrant, registered 10,134,163 shares of common stock, $.01 par value per share, of the registrant. Pursuant to the terms of the registration rights granted to the stockholders named or referred to in the Registration Statement, the registrant is no longer required to keep the Registration Statement effective. This Post-Effective Amendment No. 2 is being filed to remove from registration the remaining 511,391 shares of common stock of the registrant covered by the Registration Statement that remain unsold as of the date hereof.

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-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on August 16, 2005.

		RENT-A-CENTER, INC.
		By:				/s/ Mark E. Speese
				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. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

		Signature		Title		Date
				Chairman of the Board and Chief Executive
		/s/ Mark E. Speese		Officer
		Mark E. Speese		(Principal Executive Officer)		August 16, 2005
				Senior Vice President — Finance, Chief Financial
		/s/ Robert D. Davis		Officer and Treasurer (Principal Financial and
		Robert D. Davis		Accounting Officer)		August 16, 2005
		*
		Mitchell E. Fadel		President, Chief Operating Officer and Director		August 16, 2005
		*
		Richard K. Armey		Director		August 16, 2005
		*
		Laurence M. Berg		Director		August 16, 2005
		*
		Mary Elizabeth Burton		Director		August 16, 2005
		*
		Peter P. Copses		Director		August 16, 2005
		Michael J. Gade		Director		August ___, 2005
		*
		J.V. Lentell		Director		August 16, 2005

*/s/ Mark E. Speese               , pursuant to Power of Attorney Mark E. Speese Chairman of the Board and Chief Executive Officer