As filed with the Securities and
Exchange Commission on December 10, 2007
Registration No. 333-145929
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Post-Effective Amendment
No. 2
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CARDTRONICS, INC.
(exact name of registrant as
specified in its charter)
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Delaware
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7389
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76-0681190
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(State or Other Jurisdiction
of
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(Primary Standard
Industrial
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(I.R.S. Employer
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Incorporation or
Organization)
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Classification Code
Number)
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Identification
No.)
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J. Chris Brewster
Chief Financial Officer
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3110 Hayes Road, Suite 300
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3110 Hayes Road, Suite 300
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Houston, Texas 77082
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Houston, Texas 77082
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(281) 596-9988
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(281) 596-9988
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(Address, Including Zip Code,
and Telephone Number,
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(Name, Address, Including Zip
Code, and Telephone Number,
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Including Area Code, of
Registrants Principal Executive Offices)
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Including Area Code, of Agent
for Service)
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Copies to:
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David P. Oelman, Esq.
Bruce C. Herzog, Esq.
Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin Street
Houston, Texas
77002-6760
713-758-2222
713-615-5861
(fax)
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Robert Evans III, Esq.
Andrew R. Schleider, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
212-848-4000
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Approximate date of commencement of proposed sale to the
public:
As soon as practicable after the
effective date of this Registration Statement.
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, check the
following
box.
o
If this Form is filed to register additional securities of an
offering pursuant to Rule 462(b) 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 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 this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY
NOTE
This Post Effective Amendment No. 2 to the Registration Statement on
Form S-1 (File No. 333-145929) of Cardtronics, Inc. is
being filed solely to amend Item 16(a) of Part II
thereof and to transmit certain exhibits thereto. This Post
Effective Amendment
No. 2 does not modify any provision of the Prospectus
constituting Part I or Items 13, 14, 15, 16(b) or 17
of Part II of the Registration Statement. Accordingly, the
Prospectus and those Items of Part II have not been
included in this Post Effective Amendment No. 2.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
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Item 16.
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Exhibits and
Financial Statement Schedules
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(a)
Exhibits:
Reference is made to the Index to Exhibits following the
signature pages hereto, which Index to Exhibits is hereby
incorporated into this Item.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the
10
th
day of December, 2007.
CARDTRONICS, INC.
Jack Antonini
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities indicated on the
10
th
day of December, 2007.
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Signature
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Title
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*
Jack
Antonini
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Chief Executive Officer, President, and Director (Principal
Executive Officer)
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/s/ J.
Chris
Brewster
J.
Chris Brewster
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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*
Fred
R. Lummis
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Director and Chairman of the Board of Directors
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*
Robert
P. Barone
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Director
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*
Frederick
W. Brazelton
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Director
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*
Ralph
H. Clinard
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Director
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*
Jorge
M. Diaz
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Director
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*
Roger
B. Kafker
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Director
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*
Michael
A.R. Wilson
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Director
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Ronald
Delnevo
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Director
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*By:
/s/ J.
Chris
Brewster
J.
Chris Brewster
Attorney-in-Fact
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II-2
EXHIBIT INDEX
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Exhibit
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Number
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Description
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1
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.1***
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Form of Underwriting Agreement
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2
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.1
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Share Sale and Purchase Agreement between Bank Machine
(Holdings) Limited and Cardtronics Limited, dated effective as
of May 17, 2005 (incorporated herein by reference to
Exhibit 2.1 of the Amendment No. 1 to Registration
Statement on
Form S-4/A,
filed by Cardtronics, Inc. on July 10, 2006, Registration
No. 333-131199).
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2
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.2
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Purchase and Sale Agreement Between E*TRADE Access, Inc.,
E*TRADE Bank, Cardtronics, LP and Cardtronics, Inc., dated
effective as of June 2, 2004 (incorporated herein by
reference to Exhibit 2.2 of the Amendment No. 1 to
Registration Statement on
Form S-4/A,
filed by Cardtronics, Inc. on July 10, 2006, Registration
No. 333-131199).
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2
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.3
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Purchase and Sale Agreement, dated as of July 20, 2007, by
and between Cardtronics, LP and 7-Eleven, Inc. (incorporated
herein by reference to Exhibit 10.1 of the Current Report
on
Form 8-K
filed on July 26, 2007).
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3
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.1***
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Form of Third Amended and Restated Certificate of Incorporation
of Cardtronics, Inc.
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3
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.2***
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Form of Second Amended and Restated Bylaws of Cardtronics, Inc.
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4
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.1
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Indenture dated as of July 20, 2007 among Cardtronics,
Inc., the Subsidiary Guarantors party thereto, and Wells Fargo
Bank, N.A. as Trustee (incorporated herein by reference to
Exhibit 4.1 of the Quarterly Report on
Form 10-Q
filed on August 14, 2007).
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4
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.2
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Indenture dated as of August 12, 2005 by and among
Cardtronics, Inc., the Subsidiary Guarantors party thereto and
Wells Fargo Bank, NA as Trustee (incorporated herein by
reference to Exhibit 4.1 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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4
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.3
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Registration Rights Agreement dated as of July 20, 2007
among Cardtronics, Inc., the Guarantors named therein, Banc of
America Securities, LLC and BNP Paribas Securities Corp.
(incorporated herein by reference to Exhibit 4.2 of the
Quarterly Report on
Form 10-Q
filed on August 14, 2007).
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4
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.4
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Supplemental Indenture dated as of June 22, 2007 among
Cardtronics Holdings, LLC and Wells Fargo Bank, N.A. as Trustee
(incorporated herein by reference to Exhibit 4.3 of the
Quarterly Report on
Form 10-Q
filed on August 14, 2007).
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4
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.5
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Supplemental Indenture dated as of December 22, 2005 among
ATM National, LLC and Wells Fargo Bank, N.A. as Trustee
(incorporated herein by reference to Exhibit 4.4 of the
Quarterly Report on
Form 10-Q
filed on August 14, 2007).
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4
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.6
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Form of Senior Subordinated Note (incorporated by reference to
Exhibit A to Exhibit 4.2 hereto).
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4
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.7
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Registration Rights Agreement dated as of August 12, 2005
by and among Cardtronics, Inc., the Subsidiary Guarantors party
thereto and the Initial Purchasers party thereto (incorporated
herein by reference to Exhibit 4.3 of the Registration
Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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5
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.1***
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Opinion of Vinson & Elkins L.L.P.
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10
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.1
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ATM Cash Services Agreement between Bank of America and
Cardtronics, LP, dated effective as of August 2, 2004
(incorporated herein by reference to Exhibit 10.1 of the
Amendment No. 2 to Registration Statement on
Form S-4/A
filed by Cardtronics, Inc. on August 25, 2006, Registration
No. 333-131199).
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Exhibit
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Number
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Description
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10
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.2
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Third Amended and Restated First Lien Credit Agreement, dated as
of May 17, 2005, by and among Cardtronics, Inc., the
Subsidiary Guarantors party thereto, Bank of America, N.A., BNP
Paribas, and the other Lenders parties thereto (incorporated
herein by reference to Exhibit 10.2 of the Registration
Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.3
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Amendment No. 1 to Credit Agreement, dated as of
July 6, 2005 (incorporated herein by reference to
Exhibit 10.3 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.4
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Amendment No. 2 to Credit Agreement, dated as of
August 5, 2005 (incorporated herein by reference to
Exhibit 10.4 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.5
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Amendment No. 3 to Credit Agreement, dated as of
November 17, 2005 (incorporated herein by reference to
Exhibit 10.5 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.6
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Employment Agreement between Cardtronics, LP and Jack M.
Antonini, dated effective as of January 30, 2003
(incorporated by reference to Exhibit 10.10 of the
Registration Statement on
Form S-1
filed by Cardtronics, Inc. on March 10, 2004, Registration
No. 333-113470).
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10
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.7
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First Amendment to Employment Agreement between Cardtronics, LP
and Jack M. Antonini, dated effective as of February 4,
2004 (incorporated by reference to Exhibit 10.11 of the
Registration Statement on
Form S-1
filed by Cardtronics, Inc. on March 10, 2004, Registration
No. 333-113470).
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10
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.8
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Second Amendment to Employment Agreement between Cardtronics, LP
and Jack M. Antonini, dated effective as of January 1, 2005
(incorporated herein by reference to Exhibit 10.8 of the
Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.9
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Restricted Stock Agreement, dated as of February 4, 2004
between Cardtronics, Inc. and Jack M. Antonini (incorporated
herein by reference to Exhibit 10.9 of the Registration
Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.10
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First Amendment to Restricted Stock Agreement, dated as of
March 1, 2004, between Cardtronics, Inc. and Jack M.
Antonini (incorporated herein by reference to Exhibit 10.10
of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.11
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Second Amendment to Restricted Stock Agreement, dated as of
February 10, 2005, between Cardtronics, Inc. and Jack M.
Antonini (incorporated herein by reference to Exhibit 10.11
of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.12
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Employment Agreement between Cardtronics, LP and Michael H.
Clinard, dated effective as of June 4, 2001 (incorporated
by reference to Exhibit 10.12 of the Registration Statement
on
Form S-1
filed by Cardtronics, Inc. on March 10, 2004) (incorporated
by reference to Exhibit 10.12 of the Registration Statement
on
Form S-1
filed by Cardtronics, Inc. on March 10, 2004, Registration
No. 333-113470).
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10
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.13
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First Amendment to Employment Agreement between Cardtronics, LP
and Michael H. Clinard, dated effective as of January 1,
2005 (incorporated herein by reference to Exhibit 10.13 of
the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.14
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Employment Agreement between Cardtronics, LP and Thomas E.
Upton, dated effective as of June 1, 2001 (incorporated by
reference to Exhibit 10.13 of the Registration Statement on
Form S-1
filed by Cardtronics, Inc. on March 10, 2004, Registration
No. 333-113470).
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Exhibit
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Number
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Description
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10
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.15
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First Amendment to Employment Agreement between Cardtronics, LP
and Thomas E. Upton, dated effective as of January 1, 2005
(incorporated herein by reference to Exhibit 10.15 of the
Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.16
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Employment Agreement between Cardtronics, LP and J. Chris
Brewster, dated effective as of March 31, 2004
(incorporated by reference to Exhibit 10.14 of the
Registration Statement on
Form S-1/A
filed by Cardtronics, Inc. on May 14, 2004).
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10
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.17
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First Amendment to Employment Agreement between Cardtronics, LP
and J. Chris Brewster, dated effective as of January 1,
2005 (incorporated herein by reference to Exhibit 10.17 of
the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.18
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Employment Agreement between Cardtronics, LP, Cardtronics, Inc.
and Drew Soinski, dated effective as of July 12, 2005
(incorporated herein by reference to Exhibit 10.18 of the
Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.19
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Amended and Restated Service Agreement between Bank Machine
Limited and Ron Delnevo, dated effective as of May 17, 2005
(incorporated herein by reference to Exhibit 10.19 of the
Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.20
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Bonus Agreement between Bank Machine Limited and Ron Delnevo,
dated effective as of May 17, 2005 (incorporated herein by
reference to Exhibit 10.20 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.21
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2001 Stock Incentive Plan of Cardtronics Group, Inc., dated
effective as of June 4, 2001 (incorporated herein by
reference to Exhibit 10.21 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.22
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Amendment No. 1 to the 2001 Stock Incentive Plan of
Cardtronics Group, Inc., dated effective as of January 30,
2004 (incorporated herein by reference to Exhibit 10.22 of
the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.23
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Amendment No. 2 to the 2001 Stock Incentive Plan of
Cardtronics Group, Inc., dated effective as of June 23,
2004 (incorporated herein by reference to Exhibit 10.23 of
the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.24
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Form of Director Indemnification Agreement entered into by and
between Cardtronics, Inc. and each of its directors, dated as of
February 10, 2005 (incorporated herein by reference to
Exhibit 10.24 of the Registration Statement on
Form S-4,
filed by Cardtronics, Inc. on January 20, 2006,
Registration
No. 333-131199).
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10
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.25
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Amendment No. 1 to ATM Cash Services Agreement, dated
August 2, 2004 (incorporated herein by reference to
Exhibit 10.25 of the Amendment No. 2 to Registration
Statement on
Form S-4/A
filed by Cardtronics, Inc. on August 25, 2006, Registration
No. 333-131199).
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10
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.26
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Amendment No. 2 to ATM Cash Services Agreement, dated
February 9, 2006 (incorporated herein by reference to
Exhibit 10.26 of the Amendment No. 2 to Registration
Statement on
Form S-4/A
filed by Cardtronics, Inc. on August 25, 2006, Registration
No. 333-131199).
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10
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.27
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2006 Bonus Plan of Cardtronics, Inc., effective as of
January 1, 2006 (incorporated herein by reference to
Exhibit 10.27 of the Annual Report on
Form 10-K
filed on April 2, 2007).
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10
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.28
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Amendment No. 4 to Credit Agreement, dated as of
February 14, 2006 (incorporated herein by reference to
Exhibit 10.28 of the Annual Report on
Form 10-K
filed on April 2, 2007).
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Exhibit
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Number
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Description
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10
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.29***
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Amendment No. 5 to Credit Agreement, dated as of
September 29, 2006.
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10
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.30
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Amendment No. 6 to Credit Agreement, dated as of
May 3, 2007 (incorporated herein by reference to
Exhibit 10.1 of the Current Report on
Form 8-K
filed on May 9, 2007).
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10
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.31
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Amendment No. 7 to Credit Agreement, dated as of
July 18, 2007 (incorporated herein by reference to
Exhibit 10.2 of the Quarterly Report on
Form 10-Q
filed on August 14, 2007).
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10
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.32****
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Vault Cash Agreement, dated as of July 20, 2007, by and
between Cardtronics, Inc. and Wells Fargo, N.A. (incorporated
herein by reference to Exhibit 10.1 of our Quarterly Report
on
Form 10-Q
filed on November 8, 2007).
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10
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.33****
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Placement Agreement, dated as of July 20, 2007, by and
between Cardtronics, Inc. and 7-Eleven, Inc. (incorporated
herein by reference to Exhibit 10.2 of our Quarterly Report
on
Form 10-Q
filed on November 8, 2007).
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10
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.34
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Cardtronics, Inc. 2007 Stock Incentive Plan (incorporated by
reference to Exhibit 10.3 of our Quarterly Report on
Form 10-Q
filed on November 8, 2007).
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10
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.35***
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First Amended and Restated Investors Agreement, dated as of
February 10, 2005, by and among Cardtronics, Inc. and
certain securityholders thereof.
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10
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.36***
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First Amendment to First Amended and Restated Investors
Agreement, dated as of May 17, 2005, by and among
Cardtronics, Inc. and certain securityholders thereof.
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10
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.37***
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Form of Second Amendment to First Amended and Restated Investors
Agreement, dated as of November , 2007, by and
among Cardtronics, Inc. and certain securityholders thereof.
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10
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.38***
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Amendment No. 3 to the 2001 Stock Incentive Plan of
Cardtronics Group, Inc. dated effective as of May 9,
2006.
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10
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.39***
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Amendment No. 4 to the 2001 Stock Incentive Plan of
Cardtronics Group, Inc. dated effective as of August 22,
2007.
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10
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.40***
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Amendment No. 5 to the 2001 Stock Incentive Plan of
Cardtronics Group, Inc. dated effective as of November 26,
2007.
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10
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.41*
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Letter Agreement dated December 10, 2007 between
Cardtronics, Inc. and certain entities affiliated with TA
Associates, Inc. regarding Cardtronics Series B
Convertible Preferred Stock.
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12
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.1***
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Computation of Ratio of Earnings to Fixed Charges.
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21
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.1
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Subsidiaries of Cardtronics, Inc. (incorporated herein by
reference to Exhibit 21.1 of our Annual Report on
Form 10-K
filed on April 2, 2007).
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23
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.1***
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Consent of Independent Registered Public Accounting Firm KPMG
LLP.
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23
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.2***
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Consent of Independent Accountants PricewaterhouseCoopers LLP.
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23
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.3***
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Consent of Vinson & Elkins L.L.P. (Contained in
Exhibit 5.1).
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24
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.1***
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Power of Attorney (included on the signature page to this
Registration Statement).
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*
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Filed herewith
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**
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To be filed by amendment
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***
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Previously filed.
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****
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The Securities and Exchange
Commission has granted confidential treatment of certain
provisions of this exhibit. The omitted material for which
confidential treatment was granted was filed separately with the
Securities and Exchange Commission.
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Management contract or compensatory
plan or arrangement
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