Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
Form
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_____________________
WORLD
ACCEPTANCE CORPORATION
(Exact
name of registrant, as specified in its charter)
South
Carolina
(State
or other jurisdiction of
incorporation
or organization)
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57-0425114
(I.R.S.
Employer
Identification
No.)
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108
Frederick Street
Greenville,
South Carolina 29607
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (864) 298-9800
_____________________
WORLD
ACCEPTANCE CORPORATION 2005 STOCK OPTION PLAN
(Full
title of the plan)
_____________________
A.
Alexander McLean, III
Chief
Executive Officer
108
Frederick Street
Greenville,
South Carolina 29607
(Name
and
address of agent for service)
(864)
298-9800
(Telephone
number, including area code, of agent for service)
_____________________
CALCULATION
OF REGISTRATION FEE
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Title
of each class of
securities
to be registered
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Amount
to
be
registered
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Proposed
maximum
offering
price per unit
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Proposed
maximum
aggregate
offering price
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Amount
of
registration
fee
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Common
Stock, no par value per share
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1,000,000
(1)
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$35.39
(2)
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$35,390,000
(2)
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$3,787
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(1) |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also relates to an indeterminate number of
additional shares of Common Stock issuable with respect to the shares
registered hereunder in the event of a stock split, stock dividend
or
other similar transaction.
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(2) |
In
accordance with Rule 457(h)(1) of Regulation C, the maximum offering
price
per share is computed on the basis of the average high and low prices
for
the Common Stock of World Acceptance Corporation on June 28, 2006 as
reported on the Nasdaq National Market
System.
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PART
II INFORMATION REQUIRED IN THE
REGISTRATION
STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission by World
Acceptance Corporation (the “Company”) are incorporated by reference into this
registration statement:
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(a) |
the Company’s annual report on Form 10-K for the fiscal
year ended March 31, 2006; |
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(b)
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all
other reports filed by the Company pursuant to Section 13(a) or 15(d)
of
the Exchange Act since March 31, 2006;
and
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(d)
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the
description of the Company’s common stock, no par value per share, as set
forth in the Company’s registration statements filed pursuant to Section
12 of the Securities Exchange Act of 1934, including any amendment
or
report filed for the purpose of updating such
description.
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All
documents subsequently filed by the Company with the Securities and Exchange
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or that deregisters all of such
securities then remaining unsold shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents.
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document (which also is,
or
is deemed to be, incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item
6. Indemnification of Directors and Officers.
Section
33-2-102(e) of the South Carolina Business Corporation Act of 1988 (the
“Business Corporation Act”) enables a corporation that has a class of voting
shares registered pursuant to Section 12 of the Securities Exchange Act of
1934
to eliminate or limit, through provisions in its original or amended articles
of
incorporation, the personal liability of a director for violations of the
director’s fiduciary duties, except (i) for any breach of the director’s
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve gross negligence, intentional
misconduct or a knowing violation of law, (iii) any liability imposed
pursuant to Section 33-8-330 of the Business Corporation Act (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which a
director derived an improper personal benefit. The Company’s articles of
incorporation contain provisions limiting the personal liability of its
directors to the fullest extent permitted by the Business Corporation
Act.
Sections
33-8-500 to 33-8-580 of the Business Corporation Act provide that a corporation
may indemnify any persons, including officers and directors, who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of such corporation),
by
reason of the fact that such person was an officer, director, employee or agent
of such corporation, or is or was serving at the request of such corporation
as
a director, officer, employee or agent of another corporation or enterprise.
The
indemnity may include expenses (including attorneys’ fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such officer,
director, employee, or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation’s best interests
and, for criminal proceedings had no reasonable cause to believe that the
challenged conduct was unlawful. A South Carolina corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
provide indemnification against the expenses that such officer or director
actually and reasonably incurred.
The
Company’s articles of incorporation provide for indemnification of directors and
officers of the Company to the fullest extent permitted by the Business
Corporation Act.
Section
33-8-570 of the Business Corporation Act authorizes the Company to provide
liability insurance for directors and officers for certain losses arising from
claims or charges made against them while acting in their capacities as
directors or officers of the Company. The Company has obtained policies insuring
its directors and officers and directors and officers of its subsidiary
companies, and the Company and its subsidiary companies to the extent they
may
be required or permitted to indemnify such officers or directors, against
certain liabilities arising from acts or omissions in the discharge of their
duties that they shall become legally obligated to pay.
Item
8. Exhibits.
See
the
Exhibit Index.
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933 (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in
the registration statement.
(2) That,
for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of the employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Company certifies that it has
reasonable grounds to believe it meets all 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 Greenville, State
of South Carolina, on July 6, 2006.
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WORLD
ACCEPTANCE
CORPORATION |
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By: |
/s/ A. Alexander McLean, III |
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A.
Alexander McLean, III |
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Chief
Executive Officer |
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By: |
/s/ Kelly Malson Snape |
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Kelly
Malson Snape |
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Vice
President and Chief Financial
Officer |
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 July
6,
2006.
SIGNATURE
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TITLE
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/s/
A. Alexander McLean III
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Director,
Chief Executive Officer
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A.
Alexander McLean III
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(Principal
Executive Officer)
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/s/
Kelly Malson Snape
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Vice
President
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Kelly
Malson Snape
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and
Chief Financial Officer
(Principal
Financial Officer and Accounting Officer)
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/s/
Charles D. Walters
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Chairman
of the Board
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Charles
D. Walters
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/s/
Ken R. Bramlett, Jr.
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Director
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Ken
R. Bramlett, Jr.
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/s/
James R. Gilreath
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Director
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James
R. Gilreath
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/s/
William S. Hummers, III
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Director
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William
S. Hummers, III
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/s/
Charles D. Way
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Director
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Charles
D. Way
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EXHIBIT
INDEX
Exhibit
Number
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Description
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Filed
herewith(*) or
Incorporated
by
Reference
from Previous
Exhibit
Number
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Company
Reg. No.
or
Report
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4.1
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Articles
3, 4 and 5 of the Company’s Second Amended and Restated Articles of
Incorporation, as amended
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3.1
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Registration
Statement on Form S-8 (SEC File No. 333-107426)
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4.2
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Article
II, Section 9 of the Company’s Third Amended and Restated
Bylaws
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99.3
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Form
8-K filed March 29, 2006 (SEC File No. 0-19599)
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4.3
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Specimen
Stock Certificate
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4.1
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Registration
Statement on Form S-1 (SEC File No. 33-42879)
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5.1
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Opinion
of Robinson, Bradshaw & Hinson, P.A.
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*
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23.1
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Consent
of KPMG LLP
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*
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23.2
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Consent
of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit
5.1)
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*
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99.1
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World
Acceptance Corporation 2005 Stock Option Plan
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Appendix
A
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Schedule
14A filed June 30, 2005
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