RM Regional Management Corp

As filed with the Securities and Exchange Commission on February 22, 2024

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)

 

Delaware (State or other jurisdiction of incorporation or organization)	979 Batesville Road, Suite B Greer, South Carolina 29651 (Address of principal executive offices, including zip code)	57-0847115 (I.R.S. Employer Identification Number)

 

REGIONAL MANAGEMENT CORP.

2015 LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective May 20, 2021)

(Full title of the plan)

 

Catherine R. Atwood

Senior 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

 

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. ☐

 

---

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Regional Management Corp. (the “Company”) to register an additional 306,690 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 May 20, 2021 (the “2015 Plan”), as those shares registered on the Company’s Form S-8 (the “Prior Registration Statements”) previously filed with the Securities and Exchange Commission (the “Commission”) on (i) April 22, 2015 (Registration No. 333-203566); (ii) March 15, 2017 (Registration No. 333-216714); (iii) May 2, 2017 (Registration No. 333-217598); (iv) August 21, 2020 (Registration No. 333-248245); and (v) May 21, 2021 (Registration No. 333-256375), which are hereby incorporated by reference. The Additional Shares represent shares that were subject to awards granted under the 2015 Plan, the Regional Management Corp. 2011 Stock Incentive Plan (the “2011 Plan”), or the Regional Management Corp. 2007 Management Incentive Plan (the “2007 Plan”) that were forfeited, cancelled, terminated, expired, or lapsed for any reason and are eligible for re-issuance or issuance under the 2015 Plan pursuant to the terms of the 2015 Plan. The Additional Shares were previously registered under the Prior Registration Statements and do not represent an increase in the total number of shares of the Company’s common stock that may be issued pursuant to the 2015 Plan. 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. Interests of Named Experts and Counsel.

Certain attorneys of Womble Bond Dickinson (US) LLP beneficially own collectively less than one quarter of one percent (0.25%) of the Company’s outstanding shares of common stock.

Item 8. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.

---

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 22nd day of February, 2024.

REGIONAL MANAGEMENT CORP.

 

By: /s/ Robert W. Beck

Robert W. Beck

President and Chief Executive Officer

Each of the undersigned, being a director and/or officer of Regional Management Corp. (the “Company”), hereby nominates, constitutes, and appoints Robert W. Beck and Catherine R. Atwood, or any one of them severally, to be his/her true and lawful attorney-in-fact and agent and to sign in his/her name and on his/her 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/her 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 February 22, 2024.

/s/ Robert W. Beck Name: Robert W. Beck	/s/ Harpreet Rana Name: Harpreet Rana
Title: President and Chief Executive Officer and Director (principal executive officer)	Title: Executive Vice President and Chief Financial Officer (principal financial officer)
/s/ Steven B. Barnette Name: Steven B. Barnette Title: Vice President and Chief Accounting Officer (principal accounting officer)	/s/ Carlos Palomares Name: Carlos Palomares Title: Chair of the Board of Directors
/s/ Jonathan D. Brown Name: Jonathan D. Brown Title: Director	/s/ Michael R. Dunn Name: Michael R. Dunn Title: Director
/s/ Roel C. Campos Name: Roel C. Campos Title: Director	/s/ Steven J. Freiberg Name: Steven J. Freiberg Title: Director
/s/ Maria Contreras-Sweet Name: Maria Contreras-Sweet Title: Director	/s/ Sandra K. Johnson Name: Sandra K. Johnson Title: Director

 

 

---

EXHIBIT INDEX

 

Exhibit No.		Description
5.1*		Opinion of Womble Bond Dickinson (US) LLP, as to the legality of the common stock being registered.
23.1*		Consent of Deloitte & Touche LLP.
23.2*		Consent of RSM US LLP.
23.3*		Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1).
24*		Powers of Attorney (included on the signature page).
99		Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective May 20, 2021), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 21, 2021.
107*		Filing Fee Table.

______________________

*Filed herewith.

 

 

---

EXHIBIT 5.1

[Letterhead of Womble Bond Dickinson (US) LLP]

February 22, 2024

 

Regional Management Corp.
979 Batesville Road, Suite B
Greer, South Carolina 29651

Re: Registration Statement on Form S-8 Relating to the Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective May 20, 2021)

Ladies and Gentlemen:

We have acted as counsel to Regional Management Corp., a Delaware corporation (the "Company"), in connection with the preparation of the Company's above-referenced registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by the Company with the Securities and Exchange Commission (the "Commission"). The Registration Statement relates to the 306,690 shares of the Company's common stock, $0.10 par value per share (the "Shares"), which are proposed to be offered and sold pursuant to the Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective May 20, 2021) (the "Plan"). This opinion is provided pursuant to the requirements of Item 8(a) of Form S-8 and Item 601(b)(5) of Regulation S-K.

As the Company's counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company's certificate of incorporation and bylaws, each as amended to date, and minutes and records of the corporate proceedings of the Company relating to the filing of the Registration Statement and the issuance of the Shares, as provided to us by the Company, certificates of public officials and of representatives of the Company, and statutes and other instruments and documents, as a basis for the opinions hereinafter expressed. In rendering this opinion, we have relied upon certificates of public officials and representatives of the Company with respect to the accuracy of the factual matters contained in such certificates.

In connection with such examination, we have assumed (a) the genuineness of all signatures and the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (c) the proper issuance and accuracy of certificates of public officials and representatives of the Company. In rendering opinions as to future events, we have assumed the facts and law existing on the date hereof.

Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, it is our opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company, and, upon issuance, delivery and payment therefor in the manner contemplated by the Plan and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited to the Delaware General Corporation Law, as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.

---

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any reference to the name of our firm in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

/s/ Womble Bond Dickinson (US) LLP

---

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 22, 2024 relating to the consolidated financial statements of Regional Management Corp. and subsidiaries, and the effectiveness of Regional Management Corp's and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of Regional Management Corp for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

February 22, 2024

 

---

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 4, 2022, relating to the consolidated financial statements of Regional Management Corp. and subsidiaries, appearing in the Annual Report on Form 10-K of Regional Management Corp. for the year ended December 31, 2023.

/s/ RSM US LLP

Raleigh, North Carolina

February 22, 2024

 

---

EXHIBIT 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Regional Management Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rate	Amount Registered (1)	Proposed Maximum Offering Per Share(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.10 per share	Other	306,690(3)	$ 21.43	$ 6,572,367	0.00014760	$ 971
Total Offering Amount				—	$ 6,572,367	—	$ 971
Total Fee Offsets				—	—	—	—
Net Fee Due				—	—	—	$ 971

______________________

 

 

 

---

---