- Securities Registration: Employee Benefit Plan (S-8)
February 15 2011 - 5:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 15, 2011.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOLLAR FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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23-2636866
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(State or Other Jurisdiction
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(I.R.S. Employer Identification Number)
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of Incorporation or Operation)
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1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
(Address of Principal Executive Offices, including Zip Code)
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Jeffrey A. Weiss
Chief Executive Officer
Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
(610) 296-3400
(Name, Address And Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
Barry M. Abelson, Esq.
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act (check one):
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
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(do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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Title of shares to be registered
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registered (1)
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offering price per
share
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aggregate offering
price
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registration fee
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Common Stock ($0.001 par value)
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6,750,000
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$
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19.97
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(2)
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$
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134,797,500
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$
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15,649.99
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(1)
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Pursuant to Rule 416(b) under the Securities Act of 1933, there shall also be deemed covered
hereby such additional shares as may result from anti-dilution adjustments which may hereinafter be
offered or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
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(2)
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Estimated solely for the purposes of calculating the registration fee in accordance with Rule
457(h)(1) and (c) under the Securities Act of 1933. The price and fee were computed based upon
$19.97 per share, the average of the high and low prices for the common stock reported on the
NASDAQ Global Select Market on February 8, 2011.
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Explanatory Note
Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to
register 6,750,000 additional shares of Dollar Financial Corp.s (the Registrants) common stock,
par value $0.001 per share (the Common Stock), for issuance under the Registrants Amended and
Restated 2007 Equity Incentive Plan (the 2007 Equity Incentive Plan). The contents of the
Registrants Registration Statement on Form S-8 filed with the Securities and Exchange Commission
on November 19, 2007 (Registration No. 333-147495) with respect to an aggregate of 3,750,000 shares
of Common Stock (as adjusted for the 3-for-2 stock dividend effective on February 7, 2011) issuable
pursuant to the 2007 Equity Incentive Plan is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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4.1
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Dollar Financial Corp. Amended and Restated 2007 Equity Incentive Plan.
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on November 17, 2010).
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5.1*
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Opinion of Pepper Hamilton LLP as to the validity of the securities being registered.
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23.1*
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Consent of Ernst & Young LLP
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23.2*
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Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
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24.1
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Powers of Attorney (included on the signature page hereto).
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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 Berwyn, Commonwealth of Pennsylvania on February 15,
2011.
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DOLLAR FINANCIAL CORP.
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By:
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/s/ Randy Underwood
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Randy Underwood
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Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Jeffrey A. Weiss and
Randy Underwood his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on the date indicated below:
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Name
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Title
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Date
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Jeffrey A. Weiss
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Chairman of the Board of
Directors and Chief Executive
Officer (Principal Executive
Officer)
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February 15, 2011
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Randy Underwood
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
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February 15, 2011
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John Gavin
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Director
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February 15, 2011
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David Jessick
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Director
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February 15, 2011
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Clive Kahn
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Director
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February 15, 2011
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Michael Kooper
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Director
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February 15, 2011
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Ron McLaughlin
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Director
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February 15, 2011
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Kenneth Schwenke
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Director
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February 15, 2011
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EXHIBIT INDEX
Exhibits
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4.1
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Dollar Financial Corp. Amended and Restated 2007 Equity Incentive Plan.
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed on November 17, 2010).
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5.1*
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Opinion of Pepper Hamilton LLP as to the validity of the securities being registered.
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23.1*
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Consent of Ernst & Young LLP
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23.2*
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Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
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24.1
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Powers of Attorney (included on the signature page hereto).
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