Securities Registration: Employee Benefit Plan (s-8)
May 02 2017 - 4:53PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 2, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
REGIONAL MANAGEMENT CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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979 Batesville Road, Suite B
Greer, South Carolina 29651
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57-0847115
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(State or other jurisdiction of
incorporation or organization)
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(Address of principal executive offices,
including zip code)
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(I.R.S. Employer
Identification Number)
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REGIONAL MANAGEMENT CORP.
2015 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective April 27, 2017)
(Full title of the plan)
Brian J. Fisher
Vice
President, General Counsel, and Secretary
Regional Management Corp.
979 Batesville Road, Suite B
Greer, South Carolina 29651
(864)
448-7000
(Name, address and telephone number, including area code,
of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☒
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per
share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common stock, par value $.10 per share
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1,200,000
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$19.96
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$23,952,000
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$2,776.04
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(1)
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This Registration Statement also registers additional securities to be offered or issued upon adjustment or changes made to the registered securities by reason of any stock splits, stock dividends or similar
transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the Securities Act).
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(2)
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Pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act, based on the average ($19.96) of the high ($20.22) and low ($19.70) prices of Regional Management Corp.s common stock on April 28, 2017, as
reported on the New York Stock Exchange.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
is being filed by Regional Management Corp. (the
Company) to register an additional 1,200,000 shares (the Additional Shares) of the common stock of the Company, which are securities of the same class and relate to the same employee benefit plan, the Regional Management
Corp. 2015 Long-Term Incentive Plan, as amended and restated effective April 27, 2017 (the 2015 Plan), as those shares registered on the Companys Form
S-8
previously filed with the
Securities and Exchange Commission (the Commission) on (i) April 22, 2015 (Registration
No. 333-203566)
and (ii) March 15, 2017 (Registration
No. 333-216714),
which are hereby incorporated by reference. The Additional Shares represent shares that were authorized for issuance at the Companys Annual Meeting of Stockholders held on
April 27, 2017. As permitted by the rules of the Commission, this Registration Statement consists of only those items required by General Instruction E to Form
S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 5
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Interests of Named Experts and Counsel
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Certain attorneys of Womble Carlyle Sandridge &
Rice, LLP beneficially own collectively less than one quarter of one percent (0.25%) of the Companys outstanding shares of common stock.
The following exhibits are filed as a part of this Registration Statement:
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Number
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Description
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5
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Opinion of Womble Carlyle Sandridge & Rice, LLP, as to the legality of the common stock being registered.
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23.1
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Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5).
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23.2
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Consent of RSM US LLP.
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24
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Powers of Attorney (included on signature page).
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99
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Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017), incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K
filed with the Commission on May 2, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Regional Management Corp. 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 Greer, State of
South Carolina, on this 2
nd
day of May, 2017.
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REGIONAL MANAGEMENT CORP.
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By:
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/s/ Peter R. Knitzer
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Peter R. Knitzer
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Chief Executive Officer
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Each of the undersigned, being a director and/or officer of Regional Management Corp. (the Company), hereby
nominates, constitutes, and appoints Peter R. Knitzer and Brian J. Fisher, or any one of them severally, to be his true and lawful
attorney-in-fact
and agent and to sign
in his name and on his behalf in any and all capacities stated below, and to file with the Securities and Exchange Commission (the Commission) this Registration Statement on Form
S-8
(the
Registration Statement) or other appropriate form, and to file any and all amendments, including post-effective amendments, exhibits, and other documents and instruments in connection therewith, to this Registration Statement, making
such changes to this Registration Statement as such
attorney-in-fact
and agent deems appropriate, and generally to do all such things on his behalf in any and all
capacities stated below to enable the Company to comply with the provisions of the Securities Act of 1933, as amended (the Securities Act), and all requirements of the Commission.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of
May 2, 2017.
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/s/ Peter R. Knitzer
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/s/ Donald E. Thomas
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Name:
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Peter R. Knitzer
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Name:
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Donald E. Thomas
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Title:
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Chief Executive Officer and Director
(principal
executive officer)
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Title:
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Executive Vice President and
Chief Financial
Officer
(principal financial officer)
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/s/ Michael S. Dymski
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/s/ Alvaro G. de Molina
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Name:
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Michael S. Dymski
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Name:
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Alvaro G. de Molina
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Title:
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Vice President and Chief Accounting Officer
(principal accounting officer)
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Title:
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Chairman of the Board of Directors
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/s/ Carlos Palomares
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/s/ Steven J. Freiberg
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Name:
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Carlos Palomares
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Name:
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Steven J. Freiberg
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Title:
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Director
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Title:
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Director
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/s/ Roel C. Campos
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/s/ Richard A. Godley
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Name:
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Roel C. Campos
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Name:
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Richard A. Godley
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Title:
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Director
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Title:
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Director
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/s/ Michael R. Dunn
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Name:
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Michael R. Dunn
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Title:
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Director
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EXHIBIT INDEX
to
Registration
Statement on Form
S-8
of
Regional Management Corp.
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Number
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Description
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5
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Opinion of Womble Carlyle Sandridge & Rice, LLP, as to the legality of the common stock being registered.
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23.1
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Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5).
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23.2
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Consent of RSM US LLP.
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24
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Powers of Attorney (included on signature page).
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99
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Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017), incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form
8-K
filed with the Commission on May 2, 2017.
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